Ben 10 True Omniverse Season 1
by Power Master
Summary: ARC 1: Hero to Zero - Learn how and why Ben 10 gave up from using the Omnitrix due to one terrible yet painful incident.
1. Episode 1: Malfunction

**Author's Notes:**

Fellow to all True Ben 10 Fans and Allies, it is time to witness and read the new and improve version of **_Omniverse_**. Or should I say - Reboot of Omniverse! I assure you all that I will not make this series too stupid and too comedic as Derrick J. Wyatt has done to the fourth series. This is the true sequel to the Ultimate Alien.

If any of you ask about heroes, allies, villains and aliens appeared from the original version of Omniverse; the very useless and undeveloped characters will be disposed or retconned into better one especially previous characters.

Now let us begin!

* * *

 **ARC ONE: HERO TO ZERO**

 **Episode 1: Malfunction**

Two years has passed since the day Ben Tennyson has found the Omnitrix, he can turn into any kind of aliens and do heroic and good deeds such as saving the day, rescuing people and beating bad guys too. However, he wasn't alone during his summer vacation. His experienced and veteran hero grandfather - Max Tennyson and his smart yet mystic cousin - Gwen Tennyson were there to help and guide him to be a true hero. True indeed. He truly matured and grown up well...

"BEN!"

Well... Almost...

* * *

 _April 2007..._

 **"BENJAMIN KIRBY TENNYSON! YOU STOP THIS AT ONCE, YOUNG MAN!"**

"Catch me if you can, grandpa!"

Walking downtown of Bellwood, Max and Gwen were chasing after Ben in the form of speed alien - XLR8. However, the Kineceleran was too fast for them to catch up. They both breathed and panted heavily as they took a break.

Gwen groaned, "Ben! I'm gonna kill you for ruin my relaxation especially I finally get a good spa!"

"Not my problem!" XLR8 exclaimed in amusement as he appeared behind of her. He pushed her off, "And besides, that spa is so boring! Can't we do something more awesome and fun?"

Max sighed in annoyance, "Ben, we are here for relaxation, not causing troubles." He scoffed, "And you're lucky that your dad hasn't grounded you after two stunts you pulled!"

"It wasn't my fault! It was Gwen's for screwing my watch!" Ben groaned in anger, causing Gwen groaned in annoyance at him. He scoffed, "Plus, Vilgax attacked me and my dad! And I was forced to go alien and fight with Vilgax. Everyone saw it! Not complaining, but I deserve some credits and respect for saving day."

"Like I said, 'lucky'." Max remarked while shaking his head, "Thanks to the Plumbers, they managed to put a blind sight on other states while Bellwood is willing to keep everything a secret since an old friend of mine is mayor."

Gwen nodded, "And another thing, you were got in my way when we were battling with Super Tank!"

"I could have taken it!" Ben exclaimed in anger.

"No! I could have because I'm more cautious and careful than you are!"

"Yeah! A nerd like you couldn't do it right for putting me in detention and get mom and dad ground me! And of course, my watch gone haywire - turned almost my mom, dad and even Azmuth into wild and crazy alien and got his dad went crazy and almost killed me!"

"Hey! How should I know that my magic damaged the watch?! Magic shouldn't put a dense on alien technology like Omnitrix!"

"Well, it did. Thanks to you! It's your fault!"

"It's not!"

"It is! Admit it! I was right and you're wrong!"

"Will you two knock it off?!" Max exclaimed in annoyance and anger. Ben and Gwen turned and looked at him. He sighed while rubbing his head gently, "You two are giving me a headache. I thought last two years of summer vacation have taught you to be more responsible and mature. I guess not."

"So, what are we gonna do, grandpa?" Gwen asked, "I can't stand with Ben becoming any alien he wants! Remember the last time, he done this?"

"Don't remind me." Max said in annoyance. He sighed, "And this time, Azmuth is gonna answer my appointment whether he likes it or not."

XLR8 scoffed, "Why bother him? I'm pretty sure he's busy. He wouldn't mind me do whatever I want."

"Not this time," Max remarked in anger.

* * *

 _Azmuth's Science Lab, Galvan Prime,_

Within his huge modern and advanced lab, Azmuth and his two assistants - Myaxx and Albedo were working on strange black pyramid-like with green circuit patterns. They were testing and checking on the technology's function until they heard some shouts from other Galvans especially an old and grumpy's voice.

"Azmuth! You've gotta do something about Ben!"

Both Myaxx and Albedo turned to their back and found Max entered through the door. A few of Galvans were trying to push or pull him away from the lab.

"Why am I not surprise?" Azmuth remarked in annoyance. He continued checking on Galvan Pad, "As you can see, I exceedingly busy." He turned to Albedo, "Albedo, modify power cycle."

Albedo nodded as he turned and checked on his pad. Myaxx turned and looked at her boss.

"If I were you, Azmuth, I'd take care of it now before more problems pouring in." Myaxx suggested dryly, "Besides, you postpone the appointment with Max too many times."

Albedo scoffed as he turned and glared at Myaxx, "First Thinker Azmuth is very busy with the project. Accept it."

"Accept this!" Max exclaimed in annoyance as he approached both Galvans and Chimera Sui Generis. Albedo was frightened by his giant appearance while Myaxx remained calm since she is taller than Max. He continued, "One of you is helping me with Ben Situation now.

Azmuth scoffed while gestured 'forget it' hand, "Low priority. Come back in two years."

Myaxx sighed as she turned and looked at Max, "Alright, Tennyson, what did Ben do this time?"

And just before Max could explain, something budged in and went around of the lab while shouting happily and excitingly. This annoyed Max while surprised Myaxx.

"Wow! Cool! What's this?! What's that! Wow, it's heavy!"

Max sighed in annoyance as he turned and found Gwen entered the lab. He groaned in disappointment was he had his hand on forehead while shaken it.

"Don't look at me, grandpa! Ben wouldn't listen, as usual," Gwen complained in annoyance, "He keep insisting like _'I wanna see a lab! I wanna see a lab now'_!"

Myaxx hummed thoughtfully while looking at XLR8 running around the lab. She turned to Max and asked, "So, how long has he been in Kineceleran form? He should have timeout by now."

"That's the problem," Max complained in annoyance and anger, "The Omnitrix is malfunctioning! And no, he did not activate the Master Control again. Ben has been trapped in different alien for almost a week! I haven't slept for a week! I was surprise that my son wasn't here to see how trouble Ben is when he's in alien."

"Wanna me deal with this, boss?" Myaxx asked curiously.

"No, Myaxx. That is hardly difficult priority to deal with now," Azmuth rebuffed calmly and firmly. A sudden explosion occurred, causing Azmuth to turn and found a giant sphere bulb-like was in damaged form while XLR8 was near to it. He gasped, "That was electric regeneration module! Ben Tennyson, I needed that!"

XLR8 chuckled uneasily, "Sorry..."

"Not so funny now, is it?" Max asked slyly yet dryly.

Azmuth sighed in annoyance, "Very well. I will deal with it."

As Azmuth approached XLR8, he muttered angrily about Ben having Omnitrix was a mistake. As he climbed on Kineceleran's body to the chest, XLR8 was tickled. Arriving at his destination, Azmuth twist and turn on the Omnitrix symbol - one left and then three right turns while shouted _'Code Omega-123'_ , he hit on it again. it caused XLR8 to engulf in green lights.

With the alien disappeared, a 12-year-old boy stood before them. He looked annoyed and disappointed.

"Aw man..." Ben complained.

Max sighed in relief, "Thank goodness."

"It's been so long, I'd almost forgot what you look like, doofus." Gwen remarked in amusement. Ben retorted by sticking his tongue at her. She smirked slyly, "Oh! Now I recognize you."

"Well, I'm glad that's over," Max said in relief, "Anyway, thanks for the help, Azmuth. We should be leaving now."

"Not so far," Azmuth exclaimed firmly and angrily. Everyone looked at him. He continued, "If the Omnitrix malfunction like today, I have to check on it, just in case." He sighed, "I'd never understand why someone like Ben could abuse my Omnitrix for his personal gain. What a selfish and spoiled brat I ever met!"

"HEY!" Ben exclaimed in annoyance of being offended, "I help people too, you know!"

Gwen scoffed, "When you're not being selfish and spoiled as Azmuth put it about you."

"Very funny, Gwen..."

"Alright, kids. Enough with your petty argument," Max said in annoyance yet calmly. He turned to Azmuth, "So, how long does fixing glitches takes?"

"It will take a while," Azmuth said calmly, "Just making sure that Omnitrix function well while not glitching too many times especially trying to access Master Control and Randomness Mode. There's no telling what kind of damages Ben could inflicted."

Ben groaned, "Oh, sure. Blame the kid for messing a watch when he was just having fun for a while. Seriously, don't I get the vacay for once?"

"At least, you didn't activate SDM again," Myaxx remarked sarcastically.

"Don't remind me." The Tennysons said in annoyance.

"Anyway, follow me now," Azmuth said calmly. He turned to Albedo and Myaax, "Albedo and Myaxx, prepare my tools now."

Albedo and Myaxx nodded in understanding as they headed off in making preparation of tools. Azmuth led the Tennyson Family into the chamber. Nothing could gone wrong. Or so to say...

* * *

At small swamp area, two Galvan Troopers were patrolling and guarding the outpost. They were chatting with each other about the joke they make. Suddenly, they heard some explosion noise. They looked up and found a burning form of strange object. In high speed, it was heading straight towards the swamp.

 ** _SPLASH!_** The meteor hit on the swamp hard. Galvan Troopers looked suspicious and concern. They looked at each other for the moment. They nodded in agreement. They activated their jetpacks as they headed straight to the area. They then found a meteor on the swamp.

And just before the troopers could react, it cracked and shattered to pieces. It revealed the form of Mechamorph, Upgrade's species but with yellow colored patterns and it is very broken and skinny. He breathed and coughed heavily and wheezily like he was sick.

"What the-?!" Galvan Trooper #1 asked in shock, "A Mechamorph?! What the hell is it doing here?!"

"Who cares?! It's trespassing our home without authorization codes!" Galvan Trooper #2 snarled. He approached as he put 'stop' gesture, "Hold it right there, Mechamorph Subspecies! You are forbidden from entering the city! You're to stay on Galvan B until-!"

"Quiet!" The Mechamorph exclaimed in anger as he quickly grabbed the Galvan Trooper #2 in his tight grip. He snarled in anger while glared at the trooper, "Do not interfere! I'm here for Azmuth! And never call me that again!"

Through his ability, the mysterious Mechamorph absorbed Galvan Trooper #2's jetpack while his back slowly morphed his own technology. With it completed, he dropped the trooper down before he lifted off to the sky. Galvan Trooper #1 quivered in shock and fear briefly. He shook his head before activated his com-link.

"Command! This is Gamma Outpost Patrol! Mechamorph's approaching to capital city! I repeat! Code Red! High Alert! And get me a medic now!"

The broken Mechamorph snarled in anger as he was flying straight to Galvan's Capital City. And one word he screeched and screamed in anger.

 ** _"Azzzzmmmmmmmutttttthhhhhh!"_**

* * *

 ** _SCREAM!_** Almost everyone covered and blocked their ears from the scream, while glaring and looking at Ben, who was lying down on the patient chair.

"Benjamin!" Max screamed in annoyance. Ben stopped at once before looking at him. He sighed, "Knock it off! Azmuth hasn't even started."

Azmuth nodded as he held an advanced screwdriver-like, "In fact, I was merely unscrewing it, so I can analyze and check its system, so it doesn't malfunction again. And I'm not a surgeon, so you don't have to scream like you were bleeding from inside."

"Yeah. Way to go with your drama, Tennyson," Gwen remarked in amusement.

Ben grunted, "Shut up, Gwendolyn..."

"Is Azmuth serious about letting this brat using Omnitrix?" Albedo asked Myaxx. She shrugged. He scoffed proudly, "I could done better than he is."

Myaxx rebuffed, "I wouldn't bet on it, Albedo. There's more to this kid than meets the eye."

 **"CODE RED! I REPEAT CODE RED! MECHAMORPH INVADING CAPITAL CITY! WE'RE UNDER ATTACK!"**

Azmuth gasped in shock as he dropped his screwdriver down, "Oh no! Not now!"

"What's going on?" Max demanded.

"No time! I have to stop him now," Azmuth exclaimed in concern. He turned to Myaxx and Albedo, "Myaxx and Albedo, continue your work! I'll try to hold him off." He turned to Tennysons, "As for you three, stay here and stay out of the fight. This is my problem. I have to deal with it before he could cause the damages..."

"What?! Are you kidding me?!" Ben asked in annoyance and disappointment, "I'm not gonna miss this one out!"

"Do as you were told!" Azmuth exclaimed in anger, "I don't have time to explain."

Azmuth headed to the lift, which led him straight to the ground floor. Both Myaxx and Albedo headed back to the lab in working on project Azmuth has been working on.

"I don't know about you, I'm not gonna sit here and do nothing," Ben said confidently and firmly.

Max nodded, "For once, I agree with you. We need to find out what problem Azmuth is dealing with now."

"And something tells me that he's gonna kill us for not listening to him," Gwen remarked uneasily.

"Not if he doesn't get himself killed," Ben said as he rotated his watch while looking at the aliens silhouettes. Found Canonbolt's, he smirked, "It's hero time!"

* * *

 ** _ROAR!_** The mysterious broken Mechamorph continued destroying the cities while terrifying and terrorizing the Galvan Citizens. Galvan Soldiers and their armored walking tanks were attacking him while covering the citizens' evacuation and escapes.

Though Mechamorph felt pain from the blasts and attacks, he endured it while approaching his enemies. With one swing of his claw, he repelled Galvan Troopers and their tanks away from him. They all took heavy damages and injuries. He roared in anger as he continued attacking the Galvans.

"Azmuth! Come out now!" Mechamorph exclaimed in anger, "Or I will rip your cities to pieces! I will not show them mercy!"

"Malware!" The firm yet old voice exclaimed. The broken form of Malware turned to the front. He found Azmuth standing in front of his command base and army. He narrowed his eyes firmly, "That is enough! Cease your foolishness at once! This is not the way of helping you get better!"

"Then, make me better now! I'm done waiting!" Malware groaned in anger while approaching Azmuth. Galvan Troopers and tanks approached and defended their First Thinker as they aimed their guns at the broken Mechamorph. He coughed wheezily, "You promised me an upgrade! You said you'll make me like others!"

"Your condition is complex. It's has taken more time than I anticipated to-!"

Malware interrupted angrily, "No! No more time! I have enough of your lies! Give me an upgrade now!"

"How about a knuckle-sandwich?!"

Malware looked surprise and confuse. He looked up and found Four Arms, charging while ramming him hard. Malware fell to the ground while rolling over straight to the city block. Max and Gwen arrived at the scene as well.

"Well, I was gonna use Canonbolt," Four Arms said in disappointment before smirked, ""But Fourarms is better."

"I thought I told you to stay put!" Azmuth demanded in anger, "Especially when I have yet diagnosis your Omnitrix!"

Four Arms rebuffed, "Hey, be glad that he didn't kill you."

Azmuth groaned as he gave a slap on his face, "I was trying to reason with him! This could have been avoided."

"Well, care to explain of what's going on?" Max demanded.

"I will tell you then," Malware exclaimed in anger as he got up while glaring at his enemies, "Azmuth has been denying me my upgrades for too long! I shall not be denied!"

Azmuth sighed, "Malware, please! Come to your senses! I'm putting my effort tirelessly of finding the cure! I will give it to you soon!"

"No more lies!" Malware exclaimed in anger, "I will have it, Azmuth; even if I must destroy the lives of your people for your deception!"

Four Arms rebuffed, "Not gonna happen, Mechafreak!"

Four Arms roared as he charged and slammed his right hand punch at Malware, who swiftly grabbed and held him up.

"Outta my way, you imbecile!" Malware exclaimed in anger.

Malware threw Four Arms on his left side of city block. It got destroyed. The Tetramand groaned and moaned in pain. The Malware approached and punched on Four Arms for few times by face, chest and hands. As Mechamorph continued attacking, Tertamand's smaller hands quickly grabbed both of the former's before the latter landed and slammed punches on him hard.

Four Arms got up as he charged and attacked Malware, who also fought back. Both of them continued punching and kicking at each other, as well as dodging the attacks. They both also destroyed and damaged city blocks.

"Grandpa, why is this Upgrade different?" Gwen asked in concern, "He looked very sick."

Max hummed in concern, "I wish I knew. And something tells me that this Mechamorph got some serious condition, and only Azmuth knows it."

"All will be explained, Max. I promised!" Azmuth groaned in concern while watching both Four Arms and Malware battling with each other across the city, "Albedo! Myaxx! Hurry! The city can't hold it much longer."

"Azmuth!" Myaxx called. Azmuth and two Tennysons turned to their back and found her and Albedo arriving while carrying the helix. She cried, "It's ready!"

Albedo sighed before smirked proudly, "We've been working tirelessly to create secondary helix, just to treat an inferior insect like him!"

Overheard of what Albedo has said, Malware spotted Myaxx holding the helix. He gasped in surprise before screeched wildly. He slapped Four Arms aside hard before charged and rammed through the swarms of Galvan Troopers and their armored tanks. He even pushed both Tennysons aside while punched Myaxx hard. He then grabbed and held it.

"At last! It's mine now!" Malware exclaimed in relief, "I can finally be healed!"

Albedo chuckled in amusement, "You will never be healed, fool" Malware snarled while turning and glaring at him. He gloated and boasted, "A creature of your low intellect could never understand its workings well enough to operated."

Malware roared in anger at Albedo, "Then, you will assist me, insect!"

Albedo jumped in fright. Myaxx groaned, "You just have to tick him, didn't you?"

Azmuth approached Malware and explained, "Despite Albedo's arrogance, he's right about one thing. We have yet tested the secondary helix. To use it could cause untold destruction. I need more time to test before I could help you!"

"I have enough of your lies, Azmuth!" Malware exclaimed in anger as he took the helix and put it within his body. He then grabbed and held Albedo in his tight grip, "I don't care how bad the consequence is, I will be healed!"

And just before anyone could react, Malware activated his jetpack as he flew straight up to the sky at once. And all they could do now is watch their enemy flying away. With sound of beeping, Four Arms de-transformed back to Ben.

Gwen hissed, "Malware flew off the planet. He could be anywhere! It's hopeless."

"I don't think so," Myaxx protested, "He doesn't have the Hyperspace Drive ability in his system."

Ben hummed in uncertainty, "That's good because..."

"He can't leave the Galvan Prime system yet. We still have the chance to track him." Max explained calmly and firmly, "Let's take Skipper now. Let's hope we can find him."

"We don't need to find him. I know where he is now," Azmuth explained calmly. Everyone turned and looked at him. He continued, "He's at Galvan B or known as Mechamorph's Moon Colony." The Tennysons raised their eyebrow while looking at him. He sighed, "It's a long story."

"Tell us on the way. Time is wasting," Max said firmly.

* * *

With everyone inside Max's Space Shuttle - Skipper, Tennysons and their allies blasted off to the space as they headed straight to Galvan B. Max was driving the ship while Myaxx navigate the ship. Ben, Gwen and even Azmuth sat on the backseats. The Galvan Leader began explaining about his history with Malware and Galvan B.

"Galvan B was once much like Earth's Moon; miles of dead rocks, no atmosphere, no day or night," Azmuth explained calmly.

Ben yawned in bore manner, causing Gwen to nudge him by guts for respect. Azmuth continued while recalling the event from Galvan B, more than 1,000 years ago.

* * *

 **[Flashback]**

 _20,000 Years Ago,_

 _Using his space shuttle, Azmuth and his assistants arrived on Galvan B; along with the pyramid-like Helix. As they settled down on the planet, they set the Helix up to begin their experiment of creating life on the moon._  
 _ **  
"It was the perfect environment to conduct a planet wide experiment, a place upon which live will thrive."**_

 _As Azmuth pushed some buttons and did some turns on his volume of energy bar, he activated the Helix. The pyramid glowed in bright green as it fired its multiple rings across the planet. Its landscape slowly transformed and formed a mechanical yet organic landscape form with greenish lines and circuit, and even including forming the plants-like machines and breathable oxygen in the atmosphere._

 _Azmuth and his assistants were surprise and amazed by their successful experiment on Galvan B. They took their space helmets off to breathe some air. They all sighed in relief and proud. The planet is inhabitable_

 _ **"The results were beyond anything I could hope for. Not only was Galvan B inhabitable, but there was unforeseen consequences."**_

 _As Azmuth and his colleagues began cutting down the tree-like machine, it reacted by capturing and absorbing the cutters into it. They slowly create and formed an advanced yet deadly cutter. They were surprised and shocked by the plant's reaction._

 _Not only plants were alive, the Galvans felt the ground shaking and quaking. They encountered and found the ground is forming a group of black creatures with greenish light patterns around their bodies. They were amazed and surprised by it._

 _ **"My experiment had inadvertently prompted the creation of a brand new tech-organic species - Mechamorphs."**_

 _As Galvans helped Mechamorph, the Upgrade Species quickly and intelligently worked together as one in building and making the foundation of their civilization and cities. Azmuth and his colleagues were amazed by their efforts._

 _ **"We, Galvans, have no right to colonize their world. Instead, we gave it to them. Thus, named it 'Mechamorph's Moon Colony'. With our help, they build the entire civilization in mere days. They were peaceful neighbors. My Helix Experiment was success beyond my wildest dream."**_

 _Both Galvans and Mechamorph were gathered within the tower-like palace. Azmuth was proud and happy as he deactivated his helix. As the Helix slowly shutting down, everyone heard screeching noise. They looked around of their surroundings in search of it but found nothing._

 _They then spotted helix's ground, sprouting and forming yellowish slime goo. It slowly formed Malware. It frightened everyone. They all witnessed his ability and also his violent nature when he attacked and absorbed the energy of Mechamorphs._

 _Azmuth was uneasy with Malware's condition yet determined to help him..._

 _ **"And failures beyond my nightmares... Malware, an incomplete Mechamorph, its life code interrupted and corrupted during the creation. Unlike all the others of his kind, Malware had the ability to not just mimic tech but became him. But at the terrible price..."**_

 _ **[Flashback Ends]**_

* * *

"I've tried many times to help him, making him like the others," Azmuth said in guilt, "Malware's condition... is intriguingly complex. And his volute nature is challenging."

Myaxx sighed, "He means he's trying his best to fix Malware. And believe me, that Mechamorph got ticked off from waiting for answers. And it's not easy to calm that nutcase down when we're still working on the project."

Ben scoffed, "So basically said, you two goof off and now you need me to fix it."

Max hummed in concern yet uncertain, "I don't know if that's simple, Ben. Whatever Malware's doing, it could smell disaster in our hands."

Azmuth nodded in agreement, "Indeed. I believe Malware is going to link the old Helix with new one he stole, to try rewrite his code. But I fear the worst if he used it incorrectly."

Gwen hummed thoughtfully before gasped, "They use different kind of energy. If there's anything goes wrong, there's gonna be explosion."

"Wow... How big are we talking about?" Ben asked in concern.

Myaxx shook her head, "Very big yet dangerous. Think of it like your Omnitrix's SDM."

"Great... Just what we need now," Max remarked sarcastically. Spotted the ground, he called, "We're here! Prepare for landing!"

As the Skipper landed on the ground, Tennysons and their allies emerged and climbed down from the ship. They all gasped in shock and concern. They witnessed a mass graves of stoned Mechamorphs.

"Are they... dead?" Gwen asked in concern.

"Not yet," Azmuth answered while looking and touching one of Mechamorphs, "They've been corroded and withered to nearly the point of none-existence."

"Is there anyway we can help them?" Max asked.

"Only if I act immediately. I need to use your ship's power supply." Azmuth answered while looking at the Skipper, "If I'm to save these Mechamorphs, I'm afraid that you have to face Malware alone, without me. If I guess correctly, then he must be at Mechamorph's Helix Tower."

"I should stay with you, boss," Myaxx said calmly.

Gwen nodded in agreement, "Me too. I know a ship especially I got it from Gluto."

"Then, me and Ben will deal with Malware," Max said firmly as he prepared his tools and gears, "We're gonna need all the help we can get to deal with corrupted Mechamorph."

Ben smirked as he activated his Omnitrix while searching for Heatblast, "Yeah... It's hero time!"

With a slam on his watch, Ben's body began undergo of transformation. However, instead of Heatblast, he transformed into new alien - a black humanoid alien-like with yellow colored one-eye, two antennae, a tail and two hands with four fingers that has plugs-like and two front toe, an Omnitrix on his chest. His friends were surprise and shocked by his new appearance.

"What the?!" Max asked in surprise.

Gwen gulped in concern, "A Megawatt's cousin?!"

"No. It's Conductoid," Azmuth corrected, "I'd never thought that he could access a powerful energetic and efficient species. This could help you to stop and defeat Malware. But I suggest a Petrosapien is suitable to fight with him."

"Really?" Ben as Conductoid asked in surprise. He took a deep breathe, causing himself a electrical shock from the plugs. He snickered in amusement, "Cool! Can't wait to try it on Malware!"

* * *

At Mechamorph Helix Tower, Albedo was working on the secondary Helix in connecting with the old and first one. Malware groaned angrily as he waited impatiently while muttered in anger and annoyance about it.

"What are you waiting for?! Get the Helix done now!" Malware exclaimed in anger as he slammed his fists on the ground hard, "I want my upgrade now!"

Albedo groaned in annoyance while working in fixing and wiring two Helixes together, "It would have held if you stop smashing everything in sight." He scoffed in amusement, "But bringing me here was indeed intelligent move you make to complete it. Besides Azmuth himself, I'm the only Galvan with efficient and intelligent enough to-!"

"Say one more time about your intelligence again," Malware snarled, "I would tear you to pieces, you insignificant insect!"

"First off, I'm a amphibian alien species Galvan! Second, that was a great offended insult to us! And not to mention, very rude indeed!"

"Then, get done before-!"

"Before what, ugly?" Ben asked in annoyance. Malware and Albedo turned to the entrance and found Ben as Conductoid stood before them. He has his hands crossed while smiling proudly, "What you're gonna do about, Malware?! Snarling and screeching like crazy guy or something?!"

Malware groaned, "You're getting on my patient, monkey! I do not take this lightly."

"Dude, that is so rude," Ben remarked in annoyance as he readied himself for battle, "But you've gotta stop now! You have no idea of what you're doing with the helix!"

"Quiet! The upgrade is my right! I will not let you stop me especially Azmuth!"

"It doesn't have to be this way, Malware. Let Azmuth help you!"

"Speaking of helping, where is he?! Hiding from me as usual?!"

"No, he was trying to save the Mechamorph you put them to sleep!"

"Why am I not surprise?! He never care and love me for once in his lifetime. Those Mechamorph are his true perfect creation while I am his failure. They deserved to perish!"

"Man, you're really jerk, you know that? It's no wonder why Azmuth got issue with you!"

Malware screeched in anger as he fired his Yellow Beam at Ben, who quickly held his hands up in blocking the attacks. Instead of deflecting, his plugs absorbed the attacks. At first Ben was surprise but has a sudden yet strange feels of wild and energetic within like he's gonna explode. He quickly fired the beam through his plugs at Malware hard.

"Wow! That is so awesome! Now that's what I call feedback!" Ben exclaimed in amazement. He gasped, "Dude! Feedback! That's nice ring tone to my name!"

Malware groaned in anger as he stood up firmly, "Even you're in Conductoid Form, you will not defeat me easily!"

"Want a bet?!" Feedback asked.

Malware and Feedback charged at each other as they both began attacking. As Feedback threw an uppercut on Malware's chin, causing the latter responded back by slamming the former down hard before gave more punches. As the broken Mechamorph was about to give another punch, but instead he got blasted off. Feedback fired his beam blasts at Malware, who blocked and deflected them while firing back at him. Both of them continued firing and fighting with each other fiercely and determinedly.

As both Malware and Feedback continued battling, Max sneaked in without letting his enemy noticed him. Upon approaching the helix, Max turned to Albedo.

"Hey, stop fiddling that thing," Max called, "We're getting out now!"

Albedo grunted, "It's too late! If I don't complete the link with primary helix, the secondary helix will gone out of control and destroy the moon with us on it!"

With the completion of pushing buttons on keyboard, the helix was activated as its color turned from green to red. Albedo quickly left the base as the pyramid machine fired the crimson beam up to the sky. Both Feedback and Malware noticed it.

Albedo scoffed, "All too easy."

"YES! I can finally be cured!" Malware exclaimed in relief before whacked Feedback aside, "Get out of my way!"

As Feedback slide on the floor hard, but the beeping sounded as Feedback transformed back to Ben. Max and Albedo helped Ben up. Malware approached and held the helix as he held twin rods tightly. He roared wildly as he felt surgical and powerful energy flowing through his body.

"Yes! I can feel it! My life code is changing!" Malware exclaimed proudly. Suddenly, he yelped in pain as his body and pattern glowed in red. He screamed in pain, "What is happening to me?!"

"Quite simple." Albedo remarked in amusement, "I caused the overload by managing power cycles of two helix just before you could touch the rods. It will destroy you."

"No! I refused to die!" Malware cried in anger.

Malware screamed in anger yet pain while absorbing the helix's power into him. As the helix went offline, his body went undergo of changes. His frail and broken body slowly transformed into more muscular yet advanced and powerful form with red circuit patterns while adding glowing large star on neck. Abledo and Tennysons were surprise and shock of it.

"Upgrade complete. I am now complete!"

"I thought you say overload destroy him?!" Ben asked in anger.

"It was," Albedo said in shock and surprise. He quivered and shivered in fear as he looked at Malware, "You have what you wanted. Now you're like the rest of Mechamorphs!"

"Foolish insect! I am more than just any Mechamoprhs! I am far more superior!" Malware exclaimed and laughed proudly and evilly, "I have never felt more powerful!"

Ben groaned in annoyance, "Great. Just what we need - another evil speech."

"Evil?! How naive and stupid you really are, boy," Malware taunted in amusement, "I prefer visionary. Azmuth believed that I'm flawed. Well, he is wrong. The universe and species are true flaws and inferior. I will recreate and build the better one! Henceforth, I was called Malware since my birth! But..." He turned and grabbed Max's gun as he combined and upgraded it as his primary weapon. He smirked darkly as he aimed at his targets, "I must get rid of those who stand in my way. I also will rise and upgrade myself. Starting with Azmuth's greatest creation - the Omnitrix! I will have it!"

Ben groaned in anger as he held his watch up and readied it, "Dude, you're not the first bad guy wanted my watch! And definitely not the last guy to deal with!" He activated and searched for his alien hero, "I can tell you one thing - none of that is gonna happen!"

Ben then slammed on his watch as he transformed into Diamondhead. Diamondhead groaned in annoyance.

"Okay, seriously! Can't I get right alien?! I need Canonbolt!"

Max sighed, "This is what Azmuth has been warning us, Ben. He has to check on some glitches on it."

"It doesn't matter what species you possessed," Malware exclaimed in anger as he readied to fire, "Accept the inevitable now!"

Malware fired his Negative Blaster at Diamondhead, who quickly deflected the blasts with his Shield Shard. Mechamorph got blasted off and knocked the old helix to pieces.

Diamondhead whistled, "Okay. Maybe this is better! Get ready for smack down!"

"You can't engage him head on!" Albedo exclaimed in concern, "Did you not hear what Malware has said?!"

"Don't worry, I know what I'm doing!"

"Is he?!"

Max smiled confidently, "He always surprises me."

Malware roared in anger as he fired his Negative Blaster at Diamondhead, who was charging and deflecting the blasts aside. And just before the crimson Mechamorph could do anything, the Petrosapien gave hard punches on his face before kicking him off.

Malware groaned, "I will have the Omnitrix."

Diamondhead sighed, "Don't you ever get tired of saying that?"

"Until I'll have it!" Malware exclaimed in anger. And just before Diamondhead could do anything, he charged while firing his beam blasts at his enemy. He then punched on Petrosapien's face hard to the ground fiercely and relentlessly until Ben is down. With him knocked out, Malware held and grabbed the Omnitrix symbol, "Now it'll be mine!"

"Want a bet?!" Diamondhead exclaimed proudly. Malware gasped in surprise as he found the Omnitrix was protect by some shards. He smirked, "Just as I thought, you can't get through crystal, can't you? Too bad, so sad."

"Damn it! How?!"

"A little advice from a friend of mine about your weakness, buddy."

Malware groaned and screamed in anger, **"AZMUTH! DAMN YOU!"**

Diamondhead smirked, "My turn."

And just before Malware could react, Diamondhead kicked him off before gave headbutted once and then some punches for ten times. The crimson Mechamorph groaned in anger as he fired the blasts at his enemy, who dodged and blocked the blasts aside while punching and kicking him back. As Malware got punch very hard, Diamondhead quickly placed his palm on the Mechamoprh's chest causing a huge encase of crystal on him, followed by feet and hand.

Malware groaned in anger, "Damn you little runt! You may have trapped me but I will escape! When I do, I will be-!"

Diamondhead poked on Malware's forehead, encasing him trapped in crystal form just before he transformed back to Ben.

Ben smirked, "Shutting down for good. Geez, doesn't bad guys ever shut up for once in a while. Seriously, it's getting in my nerve."

Max chuckled, "Good work, kiddo. Top notch."

"That was lucky," Albedo remarked dryly.

"Why? Coz your plan didn't work?" Ben asked in amusement.

Albedo groaned in annoyance, "Shut up!"

"I see you have dealt with Malware." Azmuth said in amazement. He, Myaxx and even Gwen brought a large energy generator in. He smirked, "I told you Petrosapien defeat Malware."

Ben smirked, "Yeah. You're right. So, did you save Mechamoprh?"

"Not yet. But the device is ready," Azmuth said in amazement while looking at generator, "Just need to plug with the secondary helix."

Ben chuckled uneasily, "At least, it's not an old helix."

"Yeah. I'd be missing calling you 'doofus' for messing this up," Gwen said in amusement.

Azmuth instructed his colleagues in wiring and connecting both generator and helix together. With all of them combined and readied, Azmuth began accessing his keyboard in preparing devices. As the bar reached its full, the generator powered the primary helix, thus firing the tower's antenna across the planet.

As its waves affected all of comatose Mechamoprhs, their eyes blinked in green lights. Their grayish bodies slowly formed and transformed into their healthy states. They smiled and cheered wildly and happily that they're alive!

Azmuth sighed in relief, "Everything is fine at the end. Malware has been dealt with."

"Except one little thing," Ben added in while pointing at his Omnitrix, "There's something wrong with the watch."

"As I suspected, there's some glitches in it." Azmuth said calmly, "There's nothing I can't fix."

* * *

Tennysons and their allies have returned to Galvan Prime, along with the prisoner - Malware. Azmuth helped and repaired glitches in Ben's Omnitrix for the moment. Azmuth, Galvans and Mechamorph waved goodbyes to the Tennysons off from the Skipper.

"Thank you for your assistance, my friends," Azmuth thanked in relief, "I hate to imagine if Malware didn't stop in time."

Ben smiled, "No worries. Glad to help because I'm the hero!"

"Oh give me a break, Tennyson," Gwen remarked dryly, "I also help too especially when I help create the generator. It saved Mechamorphs."

"That's so lame."

"It's not!"

"It is!"

"Kids, enough with this," Max said dryly, "You sure that Omnitirx won't malfunction again especially glitches?"

Azmuth smiled, "It is fix. And just be sure that you don't hit too hard on it, the Omnitrix may randomly choose another alien. However, it is intelligent to help you choose a better alien to deal situation."

"Well, it's not always smart," Ben remarked dryly, "So, what's gonna happen to Malware?"

"Don't worry about him. He won't cause the problem."

* * *

Crystal encased form of Malware was placed in one of Galvan's Prison Cells in high and tight security from both Galvan Troopers and their armored tanks. And so far, he hasn't move an inch. However, his crimson one eye glowed in red.

 _"This isn't over..."_

 _END..._

 _Review and Suggest..._

 **Casts:**  
Tara Strong: Ben Tennyson  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson  
Kirk Thornton: Malware, Galvan Trooper #1

 **Minor Casts:**  
René Auberjonois: Azmuth  
Vanessa Marshall: Myaxx  
Richard Steven Horvitz: Albedo, Galvan Trooper #2  
Richard McGonagle: Four Arms  
Jim Ward: XLR8, Diamondhead  
Michael Rosenbaum: Feedback

 **Author's Notes:**  
1\. As much as I loved _**Corey Burton**_ , but I don't think he fits well for Malware. **_Kirk Thornton_** is due to him with the voice of anger, fierce and high authority especially he played the role of **Xiahou Dun** from **Dynasty Warriors Franchise**.

2\. **_Derrick J Wyatt_** claimed **_Feedback_** was unlocked after **_Destroy the Aliens_**? I don't think so. Sounds lazy and unreasonable of why and how is Ben attached to Feedback than any aliens. So, I believe this arc is perfect to explore more of his attachment. This episode is perfect to unlock his new alien and voiced by **_The Flash (DC) - Michael Rosenbaum_**.

3\. I don't believe a month Max Tennyson can endure without sleeping especially Ben being different aliens for weeks. That is out of logic and stupid.

4\. I'd prefer 'Mechamorph' word only since Azmuth claimed them to have their own rights, but called them 'Galvanic-Mechamorph'?! Sounds slavery and experimentation to me.

5\. Myaxx is Azmuth's assistant since _Secret of the Omnitrix_ , and yet she didn't appear in this episode. I find it ambiguous and stupid to ignore her.


	2. Episode 2: My Best Friend is Alien

**Episode 2: My Best Friend is Alien**

 _A week later..._

In a distant galaxy, a mysterious pod was flying and travelling in space. It was passing the stars by while heading straight to Earth. Entering its atmosphere, it turned into blazing flames. It headed straight to Bellwood's deep forest.

A pod has impacted and landed on the ground; burning and scorching the land and forest minority. The pod's hatch opened revealing greenish eyes from the darkness of chamber. He groaned and moaned in pain.  
 _  
"Ben... Ten..."_

* * *

As usual normal days in Bellwood City, the truck was hijacked by the robbers, who have robbed and stolen bags of money into it. The robbers were escaping from the police cars. Unfortunately for the authority, the robbers used the rocket launchers in firing its missiles in blasting and knocking the authority.

Thought the robbers could have escaped from the authority, if not for Rustbucket RV following them. Max was driving as usual while Ben was standing and Gwen sitting on front seat as trio were watching the event.

"Of all the times, it has to be night robbery. This is really frustrating!" Max groaned in frustration and anger, "Carl is going to kill me again!"

"Why? Too old for this job, Old Plumber," Ben asked in amusement. Max gave an annoying glare at his grandson. He yelped, "Easy, grandpa. It's just a joke. And besides, I need some workout with my new and awesome alien."

Gwen groaned, "Again?! Ben, this is your 10th time for using Feedback! Give it a break, Tennyson!"

"No way, dweeb! Feedback is awesome and coolest alien I ever had! He's the best!"

"Seriously? I think you should use XLR8 or Upgrade to deal with it because they've got some serious arms and guns. And you don't want to mess with them."

Ben scoffed, "Nah! I faced some tough guys than this! This is nothing!"

"Sorry, Ben," Max protested dryly, "Gwen's right. They've got rocket launchers. One hit by electrical shocks from Feedback, could blow the cities or even people."

Ben groaned in defeat as he activated his Omnitrix, "Fine. Going hero!"

 ** _BOOM!_** Ben transformed into XLR8. He sighed in annoyance as he was thought angrily that he preferred to use Feedback. Nevertheless, he opened the Rustbucket's door. He jumped out and sped up as he went straight to the truck. He knocked its door gently. The robbers turned and looked at him.

"You do realize that the hero saves the day before my bedtime," XLR8 asked in amusement, "not after."

"What the?! What is this?!" Robber #1 asked in shock and concern.

Robber #2 groaned, "Who cares! No freaks like him gonna get our bucks! Get rid of him now!"

Robbers armed with both machine guns and rocket launchers as they all are ready to fire them at XLR8. The speeding alien yelped in shock as he quickly moved back at once. The driver opened the truck's booth, revealing his five teammates armed and readied their machine guns.

"Really? Using guns to shoot a speeding guy like me?!" XLR8 asked in annoyance. Five robbers fired theirs at him. He yelped as he dodged the bullets at once, "Why do I have to ask?!"

As five members continued firing their machine guns at their targets, XLR8 continued dodging and avoiding the blasts while trying to reach them. While he was distracted in dealing with them, Rustbucket managed to catch up with them. Opened the window, Gwen emerged from it as she chanted in ancient and fired her blue magical spheres at two of them. XLR8 quickly jumped and swiped his tail in knocking the rest out.

XLR8 moved to the front while waving at the robbers, making them yelped in shock and surprise. The right man quickly armed and aimed his rocket launcher at him. He quickly grabbed and thrown the man out to the garbage. He swiftly jumped and entered it while kicking the rest out as well.

"That was easy!" XLR8 exclaimed in amusement. Feeling bumping on the truck, he yelped in shock. He turned to the front while looking at steering wheel. He gulped, "Okay... Maybe not easy!"

XLR8 screamed in fear and concern as he grabbed and held the steering wheel tightly. He rotated on both left and right wildly and crazy. Noticed the truck went wild, both Max and Gwen were in shock and concern from Rustbucket RV.

"Great..." Gwen snarled, "Why can't Ben stay away from driving for once? He's gonna get us killed."

"Now, Gwen. Ben's doing his best to stop them, even though he didn't mean to." Max said calmly before reached and held his walkie talkie. He spoke, "Ben, hit the break now!"

XLR8 screamed in fear and agony, "GOT IT!"

Max pushed the button from the radio, causing his RV's front booth to transformed into a grappling hook shooter. It fired and grabbed the truck's back while Ben hit the break hard while steering the wheel. The truck turned and hit straight at the lamppost hard. The Rustbucket stopped at once as Max and Gwen quickly got out and approached it. XLR8 came out and fell to the ground while moaning and groaning.

With the beeping sounds, XLR8 transformed back to Ben. He slowly get up, though he felt woozy and dizzy as he sat down calmly. Max and Gwen approached him.

"You okay, son?" Max asked.

Ben nodded, "Yeah. I really need to stop driving, unless I'm Upgrade."

"I doubt you stop that," Gwen remarked sarcastically and amusingly, "We'd better get home now. Our moms and dads are gonna kill us for being late... Again..."

Ben groaned, "Don't remind me. Back to the school..."

* * *

 _Next day..._

In Math Class, Ben was lying down on his table as he was sleeping again. He then heard someone cleared his throat, causing himself to wake up and look up. He found Ms. Jenny was glaring at him while the rest of them were watching him.

"Late night 'hero job' again?" Ms. Jenny asked sarcastically. The rest of his classmates laughed softly. Ben groaned and nodded in exhausting. She sighed, "Ben, I know you're doing your job, but can't you just ignore it and let someone do it instead?"

Ben groaned in defeat, "Sorry, Ms. Jenny. I can't help it. And besides, some bad guys got some major weapons and no cops can handle it."

"Despite of good excuse, but I don't believe that is what you should focus at. You should be worry about your grades. It's getting worse than before. Maybe you should focus on that than being 'hero', Ben."

"Aw man! Ms. Jenny! You can't mean that!"

"I mean it, Ben. And it's very serious. I'd better let your parents know about this. And above all, no hero stuffs especially being any alien hero until your grades are back on."

Ben gasped, "But-!"

The bells rang. Ms. Jenny sighed, "Class dismissed." As the students left, she turned and looked at Ben, "And I really mean it, Tennyson. If grades fall back again, say goodbye to your 'hero' career."

Ms. Jenny exited the classroom. Ben groaned in upset as he landed his head hard on the table while muttered angrily about 'hating school'.

* * *

In late afternoon, at the hallway, Ben was putting books into locker while talking with his only best friend - Jonesy, a 10-years-old American-African worn the red-collared shirt with blue and white stripes, a jean and pair of black sneakers.

Jonesy hissed, "Dude. That is so wrong, man."

Ben sighed, "I know. I mean I saved this town for couple of times. And what I get?! More homework, get grounded and no hero duty for the rest of my life! So unfair!"

"Aw, it can't be that bad, Ben."

"Seriously? Try to push my Grade F all the way back to Cs or Bs. And there's one thing I hate the most is Math!"

"Ouch. Tell me about it. Math's always give me a headache..."

Ben hummed thoughtfully before smirked, "Maybe for me, but not for my little friend - Grey Matter! This should be easy."

"Dude! Seriously?!" Jonesy asked in concern before smirked, "Count me in!"

"Don't even try, Tennyson!" A familiar voice exclaimed in annoyance and anger. Both Ben and Jonesy turned to their back and found Gwen standing before them. She continued, "You heard what Ms. Jenny has said especially when it came from Uncle Frank and Grandpa. No alien hero to fix your problems."

Ben groaned, "Who asked you?! I know what I'm doing!"

"Yeah, right. You're not fooling everyone easily especially our family. So, if I were you, I take my studies and grades seriously from now on. Literally!"

"On yeah?! And who's gonna make me?!"

"Really? Do I need to spell the obvious answer? And believe me, your parents can be one mean and ill-tempered adults I do not want to mess with. And don't let me remind you about what Grandpa Max does too when he's in bad mood!"

"Grr! Do you always have to ruin everything?!"

"Hey, that's what cousins are for? Keeping one of mine out of troubles. See ya. My mom's picking me up fro ballet. now."

Ben gave disgusted looks, "Dancing... Who wants it?"

"I don't mind it if I ever find a good looking guy," Gwen said calmly before giving amusing looks at Ben, "Unlike you, you dance poorly when you're with Lucy."

"Hey! She's a Sludge! She make me slip!"

"Whatever, Tennyson. See ya."

Gwen was heading straight to the school's entrance while leaving annoyed Ben and Jonesy behind.

"Somehow, I don't even know why I even care for her?!" Ben asked in annoyance.

"Coz she's your cousin?" Jonesy asked in confuse. Ben gave an annoying glare at him. He shrugged, "What?! I was asking. Seriously!"

Ben sighed, "Whatever. So, what's next? I need chill from this."

"Well, I do have an idea," Jonesy said. Ben looked at him. He continued, "I heard a rumor. They say a meteorite hit somewhere deep in the forest. Some kids says that it's gotta do with boogieman or alien."

Ben hummed thoughtfully before smirked, "Wanna check it out?"

"I don't know..."

"Come, Jonesy! It'll be fun. It won't be long. Just check it out and head straight back home. Easy enough."

Jonesy sighed in defeat, "Fine. Why do I have to do it?"

* * *

In the late afternoon, Ben and Jonesy have arrived at the forest as they were looking for a sign of meteorite or pod. Travelling through the hallway of forest while looking around of their surroundings, they found nothing so far. The sun is slowly setting.

"Ah man! Yo, Ben! Can we go home now?!" Jonesy asked in annoyance, "My mamma's gonna kill me if you don't get back in time!"

Ben groaned in annoyance as he turned to Jonesy, "Well, if you don't help me pointing at the right direction, we both will get in trouble. So which way?"

Jonesy pointed on the small hill, "Head north. We should able to see smoke by now. That's what I heard from others."

Ben sighed in annoyance, "Hopefully, we're on the right track."

Ben and Jonesy continued walking before climbing over a small hill. They stopped at once as they have shocking and surprisingly looks. They were looking at the scorching site of forest and even the pod.

"Wow..." Jonesy said in surprise and shock, "Dude, we've found it."

Ben nodded before smirked, "Let's check it out."

"Are you nuts?! What if there's a monster or alien in there?! Waiting to get us eaten for dinner?! Man I hate thinking about that!"

"Jonesy! Chill! I've got this! My watch, remember?"

"Oh! Yeah. Sorry!"

"Honestly. Come on. Let's check this out."

Ben and Jonesy approached to the pod slowly and cautiously while looking around of their surroundings, making sure they won't get watched or caught by strangers or anyone else. But so far, they found nothing and even inside the pod.

"Aw man! Nothing!" Ben complained in annoyance, "I thought for sure we'd find something awesome here!"

"Chill, Ben?" Jonesy asked in annoyance, "I said 'rumors', not real deal. And since we can't find anything around here, we might as well go home."

Ben groaned, "I guess so. I've got the feeling that my mom and dad are gonna ground me from using Omnitrix and going hero until I get my grades up. So unfair..."

Jonesy shrugged, "Well, that's life. Come on. Let's get out of here now."

And just before Ben and Jonesy could head off, they both yelped in surprise upon hearing a growling and snarling noise. They looked around of their surroundings in search of the source. They keep hearing it but couldn't find it.

"I've got a bad feeling about this, dude..." Jonesy said uneasily.

Ben nodded as he readied with his Omnitrix, "Tell me about it. It's hero time!"

With a slam on his watch, Ben's body began transformed into Canonbolt. He took a deep breathe before released it. He turned to Jonesy as he nodded firmly. His friend nodded in understanding as he quickly headed off and hid behind the tree while watching the event. Canonbolt armed and readied to fight.

"Alright, creep. Come out and fight," Canonbolt demanded firmly and angrily while looking around of their surroundings. No sounds. He huffed, "Ooh! You think I'm dumb, huh? You asked for it! Don't mess with Canonbolt!"

Canonbolt shifted into his rolling mode as he throttled up hard and swiftly. With high speed power, he charged straight ahead. He missed it as the mysterious intruder dodged down. Instead he bounced off from the tree to the next in high speed on others, making the intruder confuse and weary of it as the latter try to swung the mace at him but missed.

As the intruder struggled in catching and taking his intruder down; Canonbolt gave a hard stroke on him by chest, followed by his limbs, shoulders, knees and then his face. Jonesy watched and heard the event, it even making him cringed in fear and shock.

Hitting his intruder by gut, Canonbolt rammed him straight out to the ground. The bouncing alien bounced and slammed on him for few times before giving a hard body-slam to the ground.

Jonesy whistled and cheered in amazement, "Alright! Now that's what I call 'Sumo's Body Slam'! AWESOME, BEN!"

"Thank you! Thank you very much," Canonbolt thanked proudly in Elvis Presley tone while stood up from his rolling ball mode . He scoffed proudly as he turned and face his mysterious intruder. He gasped in surprise and shock, "What the heck?! Aw man!"

"What?! What is it?!" Jonesy asked in shock and concern.

"Technorg?!" Canonbolt exclaimed in shock and concern. He was staring at the knockout Technorg groaning and moaning in pain and dizziness. He helped his old friend up. He groaned in shame and embarrassment, "Aw man! I'm so sorry, pal! I didn't know it was you."

Technorg chuckled, "I'll live. It's not the first time I lost to you except you beat fair and square than just relying on that mutated fleshling."

"Tell me about it," Canonbolt commented in amusement. With the beeping sound, he transformed back to Ben. He smiled before giving a handshake to his old friend, "It's great to see you, Technorg."

Technorg smiled as he shook his friend's, "The honor is mine, old friend."

"Okay. Would some tell me..." Jonesy said in confusion yet annoyed and angered, "What the heck is going on here?!"

"Oh! Sorry, Joey! This is Technorg, my buddy I met from 2 years ago," Ben introduced proudly and happily. He turned to Technorg, "Technorg, this is my BFF - Jonesy."

Technorg greeted and bowed down, "The honor is mine, Warrior Jonesy."

"Yeah, the honor is mine, Super Alien Killing Machine! Please don't kill me! I'm too young to die!" Jonesy exclaimed while greeted fearfully. Technorg looked confuse yet shock of his statement. He turned to Ben, "He's not gonna kill me or eat me, is he?!"

Ben sighed in annoyance while shaking his head. He turned to Technorg, "Tech, what happen to you? The last I heard that you were dealing with Kev and got blasted off to the stars. And the next thing I know is Kevin teamed up with Vilgax in taking me down."

Technorg smiled, "I took care of him for the mockery and beatings I've been humiliated. And the next thing, I left the ship and gone home."

Ben nodded in understanding, "Okay, what are you doing here? Must be some important for you to come here."

"Indeed, it is, young warrior. I need your help," Technorg said in concern yet firmly. Ben looked at him. He continued, "I've been framed for the crimes I did not commit from my home. Bounty Hunters and Plumbers have been sent to come and hunt me down. And I need you to help me and find the impostor."

"Awesome!" Ben smiled a bit before stopped and frowned, "Sorry, Tech. I wish I could help you, but I'm kinda got into a trouble."

"Did you break the law?"

"What?! No! I kinda got my grades down because I saved this town and world too many times. And not to mention, I slept late. Unless my grades are back up, I'm grounded forever."

"Ah... Academy. I hate it... A lot..."

"Tell me about it, buddy."

"Come on, guys. School can't be that bad," Jonesy said calmly. Ben and Technorg gave a glare at him. He yelped, "Okay, point taken. I really hate bullies."

Technorg sighed, "Even so, can you at least hide me temporary?"

"Sure!" Ben smiled, "What are friends for?"

"Dude, seriously?" Jonesy asked in surprise and shock. Ben nodded firmly. He sighed, "Of course, you are. But where on earth are you gonna hide him? Your gramps is Plumber. This whole town is under Plumbers' watch."

Ben smirked, "But not my home they're watching out for. And plus, you can help me out, detective."

Jonesy gulped, "Why do I get the feeling that I'm gonna regret this?"

* * *

In the late evening; Ben and Jonesy led Technorg all the way to Tennyson's Resident. They quickly hid him inside his treehouse on top of the tree. It doesn't please the alien much.

Technorg groaned, "This is very uncomfortable..."

Ben shrugged, "Sorry, T. It's the only place I can think of."

"So, what now?" Jonesy asked in concern, "Obviously, I can't stay here to look after him. I need to get back home."

Ben nodded, "Yeah, sure. Meet you back here after school about what to do with proving Technorg innocent."

"Yeah, sure. Hopefully, we don't get grounded," Jonesy said uneasy before sighed, "I hate being grounded..."

Ben groaned, "Tell me about it."

* * *

In Ben's bedroom, Carl and Sandra were talking with their son about the grades and grounding him from using the Omnitrix again. And Ben wasn't happy about it.

"I'm sorry, Ben." Sandra said in disappointment, "Until your grades are back up, you are grounded from going hero or even go with Grandpa Max."

Ben huffed angrily while looking away. Carl sighed as he squatted down while holding his son's shoulders, "Look, son. I know you did it to help people especially what you did here from last year. We appreciated it, son. But you need to focus on studies because it's important to your life especially your career. Hero may not be your thing."

"But dad, being hero is my thing ever since I found this," Ben protested as he shown his left hand with Omnitrix. He sighed, "Without it, I'm nothing. I'm just plain and boring Ben."

"Being plain and boring doesn't mean nothing," Carl said calmly and firmly, "It means you're learning and understanding the world, and becoming talented and special boy; not something else makes you one especially that watch."

Ben sighed, "You know, dad. Gwen used to say that same thing to me before..."

Carl smiled as he patted Ben's hair gently, "That's good. So, focus on your studies and get your grades up. You might something good."

Sandra smiled before kissing her son's forehead, "Hopefully, that doesn't involved you being hero but something else with less dangerous and no alien fighting like a soccer coach, actor or maybe video game developer? Promise?"

Ben sighed, "Can't make that promise, mom. Plus, I loved being a hero than anything."

"Well, at least try, son," Sandra pleaded gently, "That's all we're asking."

Seeing his mother's upset eyes, Ben sighed and nodded firmly. Sandra smiled before hugged her son a bit before departed and left. Carl was about to leave the room. Ben quickly jumped and stopped his father from leaving.

"Dad, can I ask you something?" Ben asked. Carl turned and looked at him. He continued, "I-If your friend's being framed, what would you do to prove he's good and innocent?"

Carl was confused and concerned, "I don't understand, son. Did something happen to Jonesy?"

"Something like that. Cash and JT picked on him this morning because they think he stole their money. I didn't believe it. Jonesy is good friend of mine."

"I see... It's not quite difficult, son. You will need some evidence to prove that Jonesy is innocent and pointed at the right thief. But more importantly, son, be sure you're confident that you're right about it."

Ben thought carefully of what his father has said. He nodded in understanding before smiled and hugged Carl, whom hugged back. As they departed, Carl left and closed the door. Ben turned and approached to his window while looking at the treehouse. He thought carefully of what his father has said.

"I've known Technorg since Kevin and I got trapped in the Megacruiser. I know he wouldn't do anything bad, unless someone ticked him off. I've gotta help him prove he's innocent."

* * *

Technorg groaned in annoyance as he struggled in getting good comfort or sleep within the treehouse. He even grumbled and muttered in annoyance and anger about the space too close to him. He looked up and found Ben, in his pajamas, brought a plate of three beef steaks, mash potatoes and green peas, and even orange juice.

"Hey, Tech. How are you doing in there?" Ben asked.

Technorg groaned, "Peachy. I hate spaces being close to me."

"What?! Are you claustro or something? The big gladiator is afraid of being close-in space?" Ben asked in surprise and shock. It annoyed and angered Technorg. He chuckled, "Sorry. Anyway, I brought a dinner for you to eat - beef steaks. Thought you might be hungry."

Ben placed the plate down in front of Technorg. The Destrovite took a sniffing on the food before licking his mouth. He took a bite on the beef followed by mash potatoes and green peas. He even drank orange juice. He sighed calmly and happily before gave a loud burp.

"That was great..." Technorg commented while muffled happily as he was eating his dinner, "You must have done well with the cook."

Ben chuckled a bit, "Actually, that my mom's cook. But yeah, it's good." He spotted Technorg's looking at the stars and home. He hummed, "So, what do you think about Earth? First time of coming here?"

"Yeah... Your home planet is truly beautiful and amazing especially its nature and city. Mine was nothing but scorching hot planet for whole night time. But this world, it is perfect. I could feel the breeze and coldness. I feel better with it."

"Glad you like it, Technorg. Do you miss home?"

"Yes, I miss my family. But they all gone when I was a child. I have lived in the streets, stealing and fighting for my survival as fierce and feared warrior. But I was abducted and became a gladiator warrior for Megacruiser."

"Man. That stinks for losing family. I hate to imagine if anything happen to mine especially Gwen and Grandpa Max."

"Indeed. Of all my desire I ever wanted to be normal and be with my family. Not to be a monster like this."

"Dude, normal stinks. But monster? You're not. You're cool and awesome as Ishiyama."

"I do not know of this I-Ishi... Whoever it was. But I am honored," Technorg said humbly. Ben smiled. He cleared his throat, "Shouldn't you be back to bed? You need to bring your grades up."

"Don't worry about me," Ben said confidently, "About you being framed? Wanna tell me?"

Technorg nodded firmly as he began explained to Ben about how he was being framed on the crimes he did not commit.

* * *

In the next morning, Ben and Jonesy were discussing about Technorg and the 'crimes' during their lunch hour. Ben was having a hamburger while Jonesy was enjoying his with steak.

"Okay, let me get this straight, Ben," Jonesy said in confusion while eating his steak hamburger, "Someone, and I'm referring to an alien, saw Technorg and thinks he stole some kind of DNA tech and some kind of super enhance power-like can?"

Ben nodded in agreement, "Yeah. That's about it. I know him. He's not smart but tough one."

"Yeah. That's something agree about. That's definitely somebody else, who looks like Technorg. Any alien you know of?"

"Yeah. I fought someone, who looks like him - Vulkanus. But I'm not sure what happen to him after me and the Galactic Enforcer have put him and his buddy Sixsix back to prison. If he's the one did it, then they're both back in action."

"Case One solved. But what's case two like what the heck do they want with it?"

"I have no idea. I'm gonna find out."

"You know you can't do that, Ben," A familiar voice insisted in annoyance. Ben and Jonesy looked up and found Gwen was sitting before them. They yelped in surprise and shock. She continued, "You're still grounded, remember?"

Ben yelped in surprise, "What the?! What are you doing here?!"

"What does it looks like? Eating my lunch," Gwen remarked dryly and annoyingly before eating her spaghetti, "Besides, how can you be certain that Technorg isn't lying?"

Ben scoffed, "If he is, then he would have let me chow down by Kevin when I was in Megacruiser. I wouldn't be here in the first place. Plus, I know what it feels like to be framed of something you never did wrong. If you don't wanna help, then stay out of it."

Gwen groaned, "Fine. I'll help. Not because I care for you, doofus. Just hope your friend is the real deal. So, what else do Sixsix and Vulkanus want now?"

"Beats me," Ben shrugged, "All they want is destroy the solar system with Element X. But too bad, it's gone."

"So, what do they want with DNA tech stuff or something? It's not gonna do them any good," Jonesy asked curiously and concern. He sighed, "But I definitely know about super enhance can - making them tough and strong. Obviously."

Gwen sighed while rolled her eyes, "No duh. But maybe we should look into it and let Grandpa Max know about it, at least."

"That sounds great plan," Ben said in amazement while smiling, "Let's go!"

Gwen held and put Ben in sitting down, "Not fast, Tennyson. Me and Jonesy will tell Grandpa about it while you stay here for studies."

Ben groaned, "Aw man!"

A sudden sticky on his back of head, Ben touched and took it out - a gum-like. He turned and glared at both Cash and JT snickered and remarked in amusement about spitting gum through straws. He groaned in annoyance about it.

"Really? Do they want to mess with me again?" Ben asked in annoyance as he armed with his Omnitrix, "Let's see if they like to mess with Ditto!"

Gwen quickly held Ben's wrist, "Ben, don't even try. You know who will be mad at this if you don't get the grades up!"

Ben groaned in defeat, "Thanks a lot, Gwen..."

* * *

4 O'Clock in the afternoon, the school was over. Gwen and Jonesy headed off to meet up with Max Tennyson while Ben returned home. Arrived and entered the RV, the children told Max about what has happened. He hummed suspiciously and concern as he looked through his computer from its cabinet about the items their enemy bounty hunters have stolen.

"So Grandpa, do you have any idea of what those bounty hunter wants with the items?" Gwen asked in concern, "I know they can use Super Enhance Can thingy for power but what does DNA tech do for them?"

"That's what we're finding it out for. We're trying to figure out what does these items do," Max said firmly as he was typing down on his keyboard. He stopped upon finding the items, "Bingo! Found it!"

"So, what is it, dude?" Jonesy asked curiously.

Looking at the picture of a bluish metal spiral generator-like, Max hummed, "According to this, it's one of Galvan's Classified Technology - The DNA Scanning Collector. This not only allowed anyone to just scanned but collected the DNA samples. And not to mention, this can be used and weaponized as a weapon."

"Wow. Now that is deadly," Gwen remarked in shock, "What were they thinking about this?"

"Not their fault, Gwen. One of Azmuth's pupil did it - Albedo," Max said calmly and firmly. He continued as he came across the a canister of purplish ooze-like, "And for this one. Like you say, Gwen; this is Super Enhanced Elemental Z. A powerful substance that gives humans or aliens enhance their super powered abilities and strength. And there is side effects of it - if get angry too much, you'll turn into a slug."

"Slug? You're joking, right?" Jonesy asked uneasily.

Max sighed, "Trust me. I wanted to."

"So, how do we find those guys?" Gwen asked in concern, "They could be anywhere or any planet."

Max shook his head while smiling, "Not necessary. The Elemental Z has highly frequency and very powerful radiation signal. Rustbucket can track it down." He activated his computer's scanner as it revealed purple dot with loud noise. He smirked, "Got them."

Gwen smirked, "Then, let's go and get them!"

"Yeah. Just hopefully, we can get back home before my bedtime," Jonesy said in concern.

Max hummed in concern, "I wonder if Technorg can be trusted. I know he helped and saved Ben, but how can we be sure that he's honest."

Gwen sighed, "I use to wonder the same thing. But Ben trusted him. I guess we should do the same thing as well."

Jonesy nodded, "Besides, Technorg could have finished us off when we were looking for alien pod."

Max thought carefully before sighed in defeat, "I'm gonna regret this one..."

* * *

At Tennyson Resident, Ben has returned home, but he was forced to do and finish his homework and studies. He was now at his treehouse to do so while keeping Technorg company. He even brought the steaks and mash potatoes for his alien friend to eat.

 ** _BARK!_** Ben turned to his back and looked outside. He found Sam panted heavily while placing a disk close to him.

"Sorry, Sam. Not today." Ben apologized. Sam whined unhappily. He sighed, "How about next time we go for adventures or hero time, I'll bring you? Okay with it, boy?"

Sam panted heavily before barked happily. Ben smiled as he turned and looked at Technorg eating his dinner while struggling in getting comfort zone.

"Sorry about Sam. He gets excited and happy to want me playing with me," Ben explained calmly, "Believe me. He's a cool dog."

Technorg scoffed, "I used to have a pet - a Vulpimancer. He and I have bonded well like yours. He was truly a partner and family I ever had before I was forced to flee. I even named him Ben. To honor the one, who saved my life thrice and shown his honor and humble to me."

"Wow. Named after me?" Ben asked in surprise. Technorg smiled and nodded. He smirked, "Cool!" He turned his attention to his Math Studies. He groaned in defeat, "Aw man! I hate Math. Numbers. E-something! Blah-blah! It gives me a headache."

"Math, huh?" Technorg groaned before groaned in disgust, "Tell me about it. The only course and subject I enjoyed is reading and learning language, sports and fighting."

"Wait! Language? You read?!"

"Is there a problem with that, young one?"

"Uh nope! Not really! I learned not to mess with a nerd especially a kid with good in machines and computer."

"And you think I'm nerd, young one?"

"Nope! Just surprise." Ben said uneasily. Technorg scoffed in annoyance. He turned to his books as he began studying and working on it, "Aw man. This is gonna take forever to figure this out. How does Gwen get the work done easily?"

"Uh... Study?" Technorg answered curiously.

Ben sighed, "I know that. I just hate it. I know dad wants me to pass the test but this is so pointless and waste of my time."

"Do I need to repeat your father's wisdom again," Technorg asked in amusement. Ben gave an annoying glare. He sighed, "I'm not saying you should give up your 'hero', but you should prepare another job, just in case there's no crime again."

"Make sense. But what am I good at? I'm goo at nothing!"

"Not true. Sports?"

"Soccer. I'm good at it - kicking, catching and grabbing. Gwen's big bro - Kenny taught me some tricks about it."

"Sounds like a good career for your backup job. Just in case if you wanna retired or something."

"I guess so. Soccer is good. But Ben 10 never gets retired till the bad guys are going down for good. And plus, being hero rules!"

Technorg sighed, "What a kid..."

* * *

In late night, the Rustbucket arrived at the abandoned warehouse, which was few meters away from Bellwood. Max, Jonesy and Gwen came out and approached it. The old man held a tracker device up as he was picking up the frequency signal.

"Why am I not surprise," Gwen asked dryly, "Bad guys always picked the warehouse for their hideout. This is so cliche."

Jonesy nodded, "Tell me about it. And the next thing we know, they have no idea we're coming in."

"Let's not get our hopes up," Max said calmly as he armed with his Mark 12 Techadorian Multiblaster, "we don't know what they can do with Elemental Z." He then passed a greenish pattern of box t Jonesy, "Plus, you will be needing this Mechamorph Suit."

Jonesy activated the box as he formed a strong armor-like with visor. He whistled, "Cool."

"Grandpa, are you sure this is a good idea to use this suit," Gwen asked in concern, "Remember what happen to Azmuth's dad-?"

"Don't worry, Gwen. The one his father used is actually a prototype. But this one is improvement," Max said calmly, "And plus, Jonesy is the only kid, that doesn't have skills and powers like you and Ben."

"Or can I just go home?" Jonesy asked uneasily.

Grabbing and dragging Joey towards to the front, Gwen groaned in annoyance, "Come on, Joey!"

As the trio entered the warehouse, the flashlights turned on and aimed on them. They yelped in concern and worry. They were facing and glaring at a group of small humanoid aliens worn red and black suits, with grey goggles with straight yellow lenses and a belt armed with pick axes.

"Okay. What the heck?!" Jonesy asked in surprise and shock.

Gwen gulped, "This is new..."

"The Miners..." Max said uneasily, "Sounds like Vulkanus and Sixsix hired them to do their dirty work."

"Not just them, Tennyson!"

The trio looked up and found Sixsix and Vulkanus stood before them, along with female worn a dark purple colored armor, which has a hoop feature at the end of her helmet, her x-shaped eye holes are pink.

"Sixsix and Vulkanus," Gwen snarled, "Long time no see, ugly. And I see you brought Sixsix's girlfriend here. They both look alike."

Sixsix grumbled in anger beneath his mask, along with his mysterious partner. They turned and glared at Vulkanus.

"Hey, don't look at me! Humans can't tell the difference of us!" Vulkanus grumbled. He turned and glared at Gwen and her team, "And by the way, that's his big sister - Eighteight."

"Sister?!" Gwen asked in shock.

"Eighteight?!" Jonesy asked in surprise. He gave a loud laughing. Everyone glared at him. He yelped, "Sorry! But seriously, what's with the numbers as names?"

"Don't ask me, punk," Vulkanus remarked dryly. He then noticed someone missing in the group, "Where's your little runt friend of yours?"

"We can handle you without him," Gwen said confidently as she armed herself with magic on her hands, "We beat you once. We can do it again."

Eighteight exclaimed in alien language wildly as she held the injector of Elemental Z. This shocked and surprised Max of it.

"You wouldn't!" Max exclaimed in concern.

Vulkanus smirked, "I will, Tennyson. With Elemental Z, I'll be invincible!"

Eighteight injected the Elemental Z to Vulkanus's arm, causing him growled and roared in pain and  
wild. His body began slowly transformed into more muscular and demonically than his regular form. Sixsix snickered in amusement as he and his older sister armed with theirs.

"That is one ugly-!" Jonesy said in shock but stopped upon looking at Max and Gwen glaring at him. He yelped, "I was gonna say monster, not the other word!"

"Either way, let's end this!" Max exclaimed, "We can't let you get away with your

While chanting her spells, Gwen fired her Mana Orbs at Pickaxe Aliens out one-by-one while at the same time, she punched and kicked them off through the use of Karate Moves. Max used his blaster in firing and blasting at Sixsix and Eighteight, who fired back at them while dodging and hiding behind the crates. Jonesy yelped as he was facing Vulkanus.

"Why do I have to deal with big boys?!" Jonesy asked in fear as he quickly ran off at once, "Why?!"

Vulkanus roared wildly as he charged and chased after Jonesy, who was running away from him while dodging his attacks. Run to the corner, Destrovite roared in anger as he tried to land some punches on the Mechamorph Armored Boy, who blocked and deflected the attacks quickly and swiftly.

"Quit dodging me, runt! Fight me now, you coward!" Vulkanus exclaimed in anger and wild as he grabbed and thrown Jonesy over his back, "I hate fighting cowards!"

Jonesy yelped, "Gimme a break, will ya! I'm new here!"

"Well then. I'll go soften you up! Get ready, runt!" Vulkanus exclaimed proudly yet amusingly. And just before he could do anything, Jonesy gave a sucker punch on his face. He groaned in anger before spitted tooth out, "Did you just give me a sucker punch?!"

Jonesy gulped before chuckled uneasily, "Sorry!"

Vulkanus roared wildly and angrily as he grabbed and slammed Jonesy to the ground for multiple times. He swung the human around him before thrown straight to the walls hard.

Hidden behind the crates, Max armed and loaded his blaster. As his head raised up, Sixsix was there and fired twin blasters at him, who dodged down at once. He then held and fire his blaster at the bounty hunter, who dodged and avoided the blasts while firing back at him. Max also has to punch and kick the Pickaxe Aliens off. Both of them continued firing at each other for the moment until the last bullet.

Finding out their blasters are at its last beams, Max and Sixsix armed and readied theirs while glaring at each other for the moment. Moment has passed, Sixsix raised and fired his twin blasters. Max dodged it before fired his. It hit the bounty hunter's chest but he quickly fired his wired little one back at Max's right shoulder in knocking straight to the ground hard.

Gwen fired her magic spells at Eighteight, who dodged and avoided while firing back at her. And at the same time, she has to deal with Pickaxe Aliens as well. After dealing with them, she came and face with the bounty huntress, who sheathed her guns and armed herself in ready to fight. Gwen did the same thing in her karate style. They charged and began battling with each other fiercely and determinedly while dodging and avoiding it for few rounds.

As Gwen jump while swinging her kicks, Eighteight grabbed and held her tightly before throwing straight to the crates hard.

Vulkanus scoffed, "That takes care of the problem." He scoffed, "But what I want is a rematch with Tennyson!"

Sixsix nodded and muttered in alien language while nodded in agreement. Eighteight held him back as she muttered and shook her head in anger while showing DNA Scanning Collector. Vulkanus sighed in annoyance while muttered in anger.

"I hate it when she's right. We'll deal with our client first" Vulkanus said angrily, "Why can't my partner get his big brother?! He's better cooperative than she is..."

* * *

"Finally..."

Ben sighed in defeat as he finished writing down on his book before lying down on Technorg's chest. He panted heavily while looking tired.

"I thought I'd never get it done in time," Ben complained, "This is too much."

Technorg chuckled a bit, "You should be proud of yourself, young one. You did not rely on your Galvan's mental ability or even Cerebrocrustacean's. You finished it by yourself."

"I know Grey Matter and not Cerebro-something," Ben said calmly before smirked, "But you're right. I did it by myself."

"Ben!" Sandra called. Ben and Technorg yelped in concern as they were about to panic. He shushed his buddy calmly. He quickly emerged and found his mother holding the plate of cookies and milk. She smiled, "I brought you cookies and glass of milk. Thought you might be hungry when you're busy with homework."

Ben yelped in embarrassed, "Ah... Thanks. Mom. I'll get it. Just put it down on the table."

Sandra smiled, "That's good to know, Ben. Keep it up. You maybe able to pass the next test."

"Thanks, mom," Ben smiled in relief.

 ** _BEEP!_** Ben and Sandra yelped in surprise as they looked at the Omnitrix as it keep blinking and beeping for few times.

"What in the world?!" Sandra asked in surprise, "Ben..."

Ben shrugged, "I don't know!"  
 **  
** _ **"Message from Max Tennyson,"** _ Omnitrix spoke. It surprised Ben and Sandra. It continued with Max's voice, _**"Ben! Need help now! Warehouse, meters away from Bellwood!"**_

Ben was in shock and concern. Sandra looked annoyed of it as she knew what her son is going to do next now.

"Ben, don't you dare!" Sandra ordered angrily.

Ben hissed as he armed himself with his Omnitrix, "Sorry, mom. Grandpa needs me now! It's hero time!" And just before his mother could do anything, Ben slammed on his Omnitrix as he transformed into Upgrade. He sighed, "Gotta go now! Technorg! Come on!"

And just before Sandra could ask, treehouse exploded to pieces. She turned and found Technorg stood before her. It shocked and frightened her a lot.

"Sorry about the treehouse, Mrs. Tennyson. I'll fix it back later." Technorg apologized while bowed down.

Carl came to the scene as he called, "Honey, what's going-?!" He gasped in shock upon looking at Ben as Upgrade and Technorg. He demanded, "What is going on?!"

"Sorry, dad! Gonna borrow your car now! Ground me later!" Upgrade exclaimed in concern, "Technorg! Come on!"

Upgrade charged and jumped on Carl's car. He transformed it into a highly advanced and powerful futuristic black colored with green patterns car-like with weapons. Technorg jumped high and landed on the car. They drove off at once. Carl and Sandra headed to the outside as they watched Ben and Technorg headed off at once.

"What now, Carl?" Sandra demanded.

Carl sighed, "I don't know. But there's one thing I'm gonna do next now."

* * *

"Ugh! Why do we have to be damsel in distress again?! Especially when we're upside down near to the cauldron of acids."

Max, Gwen and even Jonesy were upside down and tied with chains hanging to the top of ceiling. They were above the cauldron of acids. They were keeping an eye by Pickaxe Aliens while their masters were meeting up with the mysterious client at the back of warehouse. Three bounty hunters were talking with a purple colored crab-like with pointy three spikes on each sides, a white mustache and right giant claw-like.

"Well?! Did you have it?!" Cerebrocrustacean demanded in anger and annoyance, "I did not waste my schedule for this primitive planet!"

Eighteight snarled and grumbled in alien language as she gave the DNA Scanning Collector to him. Vulkanus nodded in agreement.

"And the payment, doc?" Vulkanus demanded in annoyance, "We didn't risk our lives for this useless machine especially Elemental Z! It's giving me some rashes!"

Cerebrocrustacean hissed, "I watched that language of yours if I were you. You do not wish to underestimate my ability, primitive fool! And I use the term loosely..."

Eighteight nodded while demanded him in alien language.

"Now that would be telling, Eighteight," Cerebrocrustacean said in amusement while looking at DNA Scanning Collector, "What you need to know is that I'm creating something that no Galvan or even Azmuth would dare to create - their worst nightmares. Go on and play with your games especially with your Elemental Z."

Vulkanus smirked, "Good enough."

 ** _BOOM!_** Four of them yelped in shock and surprise. They turned to the front as they found an advanced car rammed and charged through the door while Technorg jumped as he swung his mace in knocking his enemies off. Cerebrocrustacean groaned in annoyance and anger while clenching his claws tightly as he glared at three bounty hunters.

"Are we blind?!" Cerebrocrustacean demanded in anger, "Deal with the situation now!"

Eighteight screeched in anger as she turned and gave a wack on her little brother and Vulkanus to head off at once. As three bounty hunters headed off, the mysterious Cerebrocrustacean turned and walked away. In the blink of an eye, he disappeared from sights.

As Upgrade in advanced car, he turned and fired claw in bringing his team down from the top. He came out from the car as he helped and tear the chains apart in freeing his friends out. Unfortunately, he transformed back to Ben.

"Aw man! Why now?!" Ben complained angrily.

"What are you doing here?!" Gwen asked in concern.

Max sighed, "I called him. I didn't have a choice."

"But grandpa, what about Uncle Carl?"

"Don't worry about it. I'll deal with him later. But what's more important is we need Ben to take Vulkanus down."

Ben sighed, "Good thing. So how terrible and tough Vulkanus can be?"

"Like this, brat!"

Ben turned to the front as he found the Destrovite grabbed and held him with one bare strong hand. Eighteight and Sixsix fired their blasters at Max, Gwen and Jonesy. The trio quickly hid behind the crates. Max and Gwen fired their blaster and magic at two Storaggians, who dodged and blocked the attacks while firing back at the humans.

Vulkanus held and placed Ben close to him. He scoffed, "You should have stay back home, little brat. Now you're defenseless."

"Think again!"

Vulkanus turned and have his face being punched by Technorg. At the same time, the Detrovite Cyborg caught and held Ben on his palm.

"Now or never, Tennyson!" Technorg exclaimed in concern as he put Ben down. He turned to Vulkanus, "I'll take care of him!"

Technorg charged and punched Vulkanus's face hard, causing the latter punch back. Both of them continued punching and kicking at each other while blocking the attacks for few times.

Ben nodded as he searched aliens of his Omnitrix, "Hero time! Diamondhead! Four Arms! Eye Guy! Wildvine! Feedback! Frankenstrike! Way Big! Anyone! Please!" He slammed his watch hard. He transformed into Ditto. He yelped, "Seriously?! Why can't my stupid watch handle my slam?! I don't have to be gentle on it!"

"Dude, just adapt to situation!" Jonesy exclaimed in concern as he put himself in Mechamorph Suit, "We're getting butt kicking!"

Gwen nodded, "Jonesy's right. This isn't the first time you didn't get the right one. Just do what you can!"

Ditto sighed, "Better than nothing! Splitting time!"

Ditto split and multiply into 15 of them. They quickly grabbed and held the mining picks, shovels, garden forks and sticks. They screamed wildly and angrily as they charged and knocked some of Pickaxe Aliens one-by-one while avoiding and dodging the attacks. Though one to three of them get bruised and injured by his enemies, his others felt the pain as well.

Jonesy came and aided his best friend by ramming and charging them off while firing his blasters at them off. Max reloaded his blaster and fired back at Sixsix, who was in midair with his jetpack while firing his blasters at the old man. Gwen chanted a spell of levitation on rocks in throwing at Eighteight, who dodged them while firing her blasters at her.

With Pickaxe Aliens have been dealt with, 15 Dittos charged and attacked Vulkanus from behind by punching and grabbing while multiplying more of him in holding him down. This gave Technorg a chance in punching criminal Destrovite for few times. Vulkanus roared in anger as he unleashed his fury in freeing himself while punching and knocking Dittos and Technorg off to the ground.

As time up, Dittos returned to battered Ben. Vulkanus approached and readied to step on him. He would have if not for Technorg holding and pulling him back. Vulkanus roared in anger as his body glowed in red while his face has become more vicious and demonic. He determined to finish Ben off. Technorg struggled in holding him off while Ben struggled in getting up.

"It's over, runt!" Vulkanus exclaimed in anger.

"Keep away from my son!"

 ** _BOOM!_** Vulkanus got pushed and knocked to the walls hard while Technorg dodged down at once. He looked up and found Carl and Sandra came in with their Plumber Bazooka. This even surprise others including Ben and Max. The parents approached and helped Ben up.

"Son! Are you alright?" Carl asked in concern.

Sandra held and hugged Ben, "Please, son! Talk to us!"

Ben groaned before looking at his parents. He gasped, "Mom? Dad? Wh-what are you doing here?"

"Saving you, kiddo!" Carl said firmly. He took a car battery as he connect it to the Omnitrix, "And looks like you need a recharge."

"Dad, you sure it's gonna work?"

"Better than nothing. Hold on tight!"

 ** _ZAP!_** Carl set his car battery connecting with plugs before plugged on Ben's Omnitrix. With powerful electrical shocks, it electrocuted the watch wildly and crazily. The Omnitrix's red turned into green. It surprised the Tennyson Family.

"It work!" Carl, Sandra and Ben exclaimed in surprise.

Ben smirked as he activated his watch, "Time to go Upchuck!" With a powerful slam, Ben has transformed into Upchuck. He smirked, "Snack and spitting time!"

As Upchuck collected more of junk, he ate them all into his mouth. Carl and Sandra charged and assisted Max and Gwen in fighting against the bounty hunters.

Max and Carl continued dodging and hiding while firing their blasters at Sixsix, who was flying and dodging the attacks while blasting at them back. As he continued flying and firing at his enemies, Carl took his shot at Sixsix's jetpack, the bounty hunter got out of control in flying around. As a Sotoraggian was flying down, Max used the blaster's handler in swinging and striking Sixsix out of cold. Max and Carl regrouped while looking at each other.

"Looks like I need to explain of what's going on, don't I?" Max asked in concern.

"No kidding, dad," Carl sighed before smiled a bit, "But sometimes rules need to be bend for others especially a father like you."

Max smiled in relief, "Thanks, son."

Gwen summoned the wind blowing spell in pushing and knocking Eighteight out, Sandra took a frying pan in hitting her head hard. Gwen charged in as she jumped and gave a flying kick on her. Her mask's left eye part cracked as it revealed demonic crimson eyes. She screeched in anger and fury before got her face slapped by a frying pan again. Eighteight got knocked out.

"Wow..." Gwen whistled, "I didn't know frying pan can be used as a weapon, Aunt Sandra."

Sandra smirked, "You just need a right quality of frying pan."

Technorg and Vulkanus continued fighting and attacking each other firmly and wildly. Filling up his belly, Upchuck spitted the explosive acid blast at the Destrovite's back. Vulkanus groaned as he tried to swung his punch at Upchuck but missed and get an uppercut by Technorg. Vulkanus turned and launched a punch on his enemy but grabbed and get his face slaps for five times. Technorg held Vulkanus and slammed him to the ground.

Upchuck jumped up and fired his spitting explosive acid at Vulkanus's armor and face for few times. As Vulkanus got up, he grabbed Upchuck, who quickly his explosive spit on his face. Technorg charged and rammed his mace right on Vulkanus's face. Upchuck fired ten times of his shots on Destrovite before Technorg charged and gave Vulkanus a powerful uppercut on his face. Vulkanus fell to his back hard.

"Oh yeah!" Upchuck exclaimed in amusement, "How do you like that?!"

Technorg smirked, "Nice one, Tennyson."

Vulkanus roared in anger as he got up. As he was about to attack, he groaned and moaned in pain. His body began glowing and burning in red while mutated strangely and wildly. He screamed in pain. It shocked and surprised everyone of it.

"W-What's happening to me?!" Vulkanus screamed in pain, "HELP ME!"

"What the-?!" Max, Carl and Ben asked in shock.

Jonesy gasped, "He's gonna blow!"

"Take cover!" Gwen exclaimed in concern.

As everyone moved away from Vulkanus while hiding behind the crates and pillars, the Destrovite exploded into pieces. Everyone got orange goo on their bodies. They turned and faced to the front. They found Vulkanus in small slug form as he groaned and moaned in pain.

"Wow. Elemental Z is no joke," Jonesy said in surprise and shock, "It really did turn him into a slug."

Upchuck nodded, "Glad it's not me to take that Elemental Z. Hate to imagine bad things happen to me." He turned and faced both Carl and Sandra. He sighed, "Guess I'm gonna get grounded again, am I?"

Upchuck returned to Ben's normal firm. Carl nodded firmly, "If you hadn't done something so selfish or even cause something terrible, you would have. But not this time."

Sandra nodded, "Yes. Your father's right. What you did today, that was truly selfless." She turned to Technorg, "Though I wish you'd tell me about your friend here."

Ben chuckled uneasily, "Sorry. Technorg was being framed and needed a proof to show that he didn't do it."

"But with enough evidence," Gwen said firmly and proudly as she shown her cellphone with pictures and recording, "Technorg is free."

Max sighed as he returned to the group, "Too bad, I couldn't find DNA Scanning Collector. Whoever these bounty hunters working for, he must have wanted it so badly."

"But what can it do," Jonesy asked in concern, "It doesn't do a favor for him."

Max hummed in concern while having his arms crossed, "I wish I knew..."

"Ah, guys..." Gwen asked in concern, "Where're the bounty hunters?"

Everyone looked around and found the bounty hunters have slipped and escaped from them when they were in discussion.

* * *

In an unknown tropical planet, the mysterious Cerebrocrustacean has arrived and entered the metallic building-like science lab. He approached to the table as he commented in amusingly and proudly while looking at DNA Scanning Collector.

"I see you have got what you needed, Dr. Psychobos..."

Dr. Psychobos chuckled in amusement, "Indeed. With this, I can begin my project soon."

"I trust you can achieved it well. You'd better hope you can do it than what Galvans can do."

"Oh puh-lease. Galvans are nothing but mere amateurs and fools, thinking they're better than my kind. Truly foolish. Anything they do, I do better! You have my word as I promised some time ago."

"Yes... I remember that well. You did prepare me with strong firewall system in me for upgrading progress, and helped me escape from wretched prison cells of Galvan Prime!"

"I'm glad you did. I will accomplish this work and prove that I'm better than Azmuth and any Galvans, and I use this term loosely, Malware..."

The mysterious figure emerged from the shadows as he revealed himself to be Malware, who clenched his right hand tightly.

"You'd better hope so. You'd better hope so, Dr. Psychobos..."

* * *

Two weeks later, Ben has returned home in late evening. Sandra was setting the plates for dinner while Carl was working on notes from his computer.

"I'm home!" Ben greeted proudly. Carl and Sandra greeted him warmly. He smiled proudly as he shown his school report to his parents, "Guess what I did?"

Carl hummed in surprise while reading the report, "Wow. This is good. You finally got your grades back up."

Sandra nodded, "Especially Math, you got it C. Well done."

"So, does that mean..." Ben asked hopefully.

Carl nodded, "Yes, son. You can go hero again. But promise me that you can keep this up and get your grades up as well."

Ben nodded, "Sure. No problem, dad. So, how's Technorg? Hope he didn't break stuffs."

"Just minor stuffs," Sandra said calmly, "He's quite good for security and bodyguard."

"Where is he now?" Ben asked.

"At the backyard, playing with Sam," Carl answered, "I'm surprise that he's good with dogs."

Grabbed the soccer ball from the storeroom, Ben headed to the backyard at once. He found Technorg was sitting while throwing a ball to the front for Sam to catch and bring it back. Smiled to see his friend is enjoying new place, Ben came out and greeted him.

"Hey, Tech. How's everything?" Ben asked.

Technorg smiled, "Peaceful. I'm glad that I'm no longer Plumber's Most Wanted list. And I'm honored that you let me stay here. I'm in your debt again, Tennyson."

"Hey, it's what are friends for." Ben said happily. He turned and found Jonesy arrived as well. He smirked as he held soccer ball, "Don't suppose you can help us with soccer?"

Technorg smiled, "I'd be honor. Just tell me what I can do."

Ben smiled as he and Jonesy taught and instructed Technorg of how and what to do with soccer. With that done, Technorg acted as goalie while Ben and Jonesy acted as striker in kicking and scoring a goal. They kept practicing it for an hour.

 _END..._

 _Review and Suggest..._

 **Casts:**  
Tara Strong: Ben Tennyson, Sandra Tennyson, Upgrade  
Dee Bradley Baker: Carl Tennyson, Sixsix, Eighteight  
Travis Willingham: Technorg

 **Minor Casts:**  
Phil LaMarr: Jonesy, Omnitrix  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson  
Jim Ward: XLR8, Robber #2  
Fred Tatasciore: Cannonbolt  
Rob Paulsen: Ditto  
Dave Wittenberg: Upchuck, Robber #1  
John DiMaggio: Vulkanis

 **Cameo:**  
Jonathan Freeman: Dr. Psychobos  
Kirk Thornton: Malware

 **Author's Notes:**  
1) Eric Bauza did a good job as Dr Psychobos but not sinister enough as _**Jonathan Freeman**_ , who played **Jafar** from **Disney Aladdin**. **_Travis Willingham_** 's voice fit well for Technorg as humble and firm warrior from various anime and video games including **Thor (Marvel), Xu Huang & Zhou Tai (Dynasty Warriors) **and **Kojuro Katakura (Sengoku Basara)**


	3. Episode 3: Watt's Up?

**Episode 3: Watt's Up?**

At the Tennyson Resident, Ben was playing Sumo Slammer Video Game with both Jonesy and Gwen. Sandra was performing her yoga style, close to the house's back entrance. Technorg was outside, reading a book while throwing a ball for Sam for playing a fetch.

"You're going down, Gwen!" Ben exclaimed wildly and proudly, "Coz Ben 10 is gonna win this time!"

Gwen scoffed, "Oh puh-lease! You couldn't even beat me from getting a shrimp."

"Uh Guys," Jonesy said uneasily, "you do realize that this is co-op game, not a grudge match."

Ben scoffed, "Maybe. But to me, I'm gonna get some high score!"

"Don't bet on that," Gwen remarked in amusement, "Besides, you always lose!"

"Not this time!" Ben exclaimed wildly and proudly.

Jonesy groaned, "Why do I even try?"

"And they say I'm too competitive for the game," Technorg remarked dryly before he turned and patted Sam's head gently. He sighed, "Unlike them, I don't always play video games."

Sandra sighed in amusement, "Tell me about it. I'd never understand what's so good about them."

"So, why is she here?"

"Her parents asked me to look after her while they attended dinner with their colleagues. Grandpa Max was training Ken about driving."

"I thought she hates him a lot."

"Oh, don't say that. It's just that Gwen is not used to Ben's attitude and hobby. But nevertheless, she cares for him."

"I see..." Technorg nodded in understanding, "Truly interesting..."

* * *

At the park, Ken was driving Rustbucket while Max instructed him about it. Unfortunately, it didn't go so well as Ken struggled in driving while putting on the wrong gears while Max was holding his passenger's seat tightly and hard. The Rustbucket was heading straight to walls now.

"Break, Kenny! Hit the Break!" Max exclaimed in concern.

Struggling in finding and hitting the break while looking at the front, Ken groaned in concern, "I'm trying! Aw Shit!"

Upon feeling the central pad, he quickly hit it down and hard. Rustbucket immediately stopped at once, right before the walls. Both Kenny and Max sighed in relief.

"Let's not do that again," Max said calmly.

Ken sighed, "Sorry, Grandpa. I guess I'm still not use to it."

"Don't worry, kiddo. You'll get use to it."

"I doubt it..."

"Kenny, you're not the first person for having troubles with driving. Your dad and Uncle Carl have that too."

"So, how did they get over it? It sounds like it's easy."

"It's not, Kenny. I keep on training and encouraging them to overcome it. And at the end, they did it. They got their driving licenses."

"Wow. They try it for first try?"

Max chuckled in amusement, "You'd be surprise. They did it more than one try. They have been going through it for five times."

"Seriously?! Five times?!" Ken asked in surprise. Max smiled and winked in amusement. He hissed, "Ouch. I hate to see them in going through ten time of getting their licenses."

"Maybe. But one thing you should know about the Tennysons, Kenny," Max said calmly while smiling. Ken turned and looked at him. He answered, "Don't know when to quit."

Ken smiled and chuckled a bit, "Yeah. I guess so. If any of Tennysons can do it; so can I. No way I'm gonna lose."

"That's the spirit. Show me what you can do. Show me why Ben and Gwen look up to you."

"Count on it. So, what's the lesson."

"Reverse. How else can you go forward?"

"Good point."

Ken began reversing the RV back slowly. But suddenly, the RV started to shake. Not just the transport, but the whole ground of Bellwood were quaking. This shock and surprised two Tennysons. Suddenly, everything turned into pitch black.

"Okay, what the heck is going?" Ken asked in shock.

"I don't know. But I don't like it," Max said in concern as he and Ken used the flashlights in flashing and shinning the way out of RV. As they exited their transport, they shined and looked around of their surroundings. They both were in shock and surprise of what they were looking at, He hissed, "I definitely don't like it."

"What happen? When did the hometown gone blackout?"

"I don't know. But I know someone or a kid, who can help us."

"Uh, how are we gonna drive when our RV is down?"

"I've always got backup plan." Max said calmly. He approached to Rustbucket's trunk. He opened it and revealed a fully force-field shield around the alien tech-like generator. He smirked, "Thank you for the birthday gift, Xyline. An advanced Hypervolt Energy Generator 2100 with fully automated force-field shield. No EMP hit this one. This will jump start on my baby."

Ken smiled, "You know, gramps? For old timer, you're cool and awesome."

* * *

"BENJAMIN?! What did you do again?!" Sandra demanded in anger.

Ben yelped in concern, "I didn't do anything! Honest!"

"For once," Gwen supported.

"But seriously, what cause the blackout?!" Jonesy asked, "Hey, what am I touching? So soft."

Gwen squeaked in surprise, "Eek! Jonesy! Watch it!"

Jonesy yelped, "Sorry! Man, I can't see a thing!"

"Tell me about it." Ben remarked dryly, "We need a light. Heatblast can do a trick."

"Ben, outside now! I don't want your fiery alien burnt the carpet again," Sandra said dryly and sternly, "And I mean it. This carpet costs 3,000 dollars."

"Okay! Okay! Okay! Going out now!"

"No need, Ben. I got this." Gwen called, _**"Illuminatus!"**_

The whole room is lighted in bright blue glow. Everyone sighed in relief. Ben headed to the back door. He opened it. He and his friends headed to the backyard. They even found Technorg slammed and landed his face on the grasses. Sam barked happily as he charged and jumped on Ben to the ground. The German-Shepard licked happily on his master's.

Jonesy approached Technorg, "You okay, big guy?"

Technorg groaned in anger, "What does it looks like? I was reading the climax part of best story - human's fiction."

"I don't want to know," Ben remarked dryly as he pushed Sam aside before getting up slowly. He whined unhappily. Ben sighed as he patted his dog, "Easy, Sam. Easy"

"I wonder what happen to other neighborhood," Sandra asked in concern, "I can't see a thing."

Gwen smiled, "Leave that to me, Aunt Sandra."

Gwen closed her eyes as she concentrated and hummed firmly and harmonically. She held her hands up. She chanted repeatedly of 'Illuminatus' as the blue light slowly glow brightly yet bigger than before. With Illuminatus Ball big and bright enough, she blasted it to the sky. It exploded while glowed brightly.

The Tennyson Family and their friends witness the view of Bellwood City now.

"Wow..." Jonesy said in surprise, "The whole city is in blackout."

Gwen nodded in agreement, "What cause of this? The only power that could do that is Electromagnetic Pulse. But we only felt the quake."

"Does quake create the what again?" Ben asked.

"Just call it 'EMP', Ben. Easy to remember and say. And no, it doesn't. Something very powerful with highly electrical energy and frequency could do that."

"So, we check it out?"

"Yeah. We'd better."

"I'm going too," Technorg said firmly as he was able to recovered and standing up, "I could use some little exercise."

Jonesy groaned in annoyance, "Here we go again."

Sandra sighed, "Just be careful, everyone. I don't like this."

And just before they could do anything, Tennysons and their friends heard some 'rock'n'roll' music. They headed to the front lawn in finding out of the source. They weren't the only people. Their neighbors came out from their home as well. They noticed a semi-truck with trailer coming to the neighborhood. Everyone chatted in confusion and concerns as they wondered of what's really going on.

Knowing the truck is coming from another place, Technorg quickly gone back to the backyard at once before anyone noticed him.

The trailer's side make some mass-shift and transformed into a stage-like. A group of teenagers and young adults wearing black sleeveless shirt and orange pants emerged while bringing a couple of yellow colored canisters out via trolleys. One was a teenager with black curve hair with orange streak that covered his face worn a black T-Shirt, black metal gloves and purple jean, held the mike up.

The skinny guy held the mike and screamed at it wildly, "Watt's up, Bellwood?!" Everyone cringed at that sound effects and noise. He smirked and continued, "Yo, yo, yo, man! Sounds like you've got issues with your electro-box? Am I right or so right?!"

Everyone nodded and chatted in agreement. The skinny guy smirked and demanded wildly.

"Dude, say it out loud! Coz I can't hear ya!" Skinny guy demanded wildly and angrily. Everyone shouted angrily and wildly as they've got problems. He whistled, "Now, that's what I'm talking about! I've got someone, who got big and totally big in getting rid of your issue! So, say hello to a guy with big brains and brawn - Fistrick the Big Boss!"

Someone barged through the curtain. He revealed himself a very muscular guy has an orange mohawk with black and white paint skull-like around his face worn a black sleeveless shirt with a skull on it. He has purple tattoos all over his body and wears arm braces, leg braces, wrist bands, knee pads, orange pants, and silver shoes with black spikes on them. He roared wildly.

"Watt's up, bros and bros! Say hello to big boss Fistrick," Fistrick cried wildly, "Corvo told me that you've got some serious issues. And Fistrick comes up with the best and super idea that's gonna knock you out without worries again and again!"

Everyone chatted and muttered in confusion and curious about what he has said. Fistrick smirked as he the canister out and shown it to the gang.

"Say hello to my latest invention that's gonna save your sorry electrical butts. And not to mention, this baby can lasts forever! This is Super Mega Battery Plus Up, Up and Up, dude!" Fistrick said wildly. He cleared his throat, "Seriously, bros. Just call it 'Mega Battery Plus Up' only. That's all. I add that last up with awesomeness wild style."

Everyone then chatted with each other about using it. An old man with bald and two white side-burn hair worn a glasses, yellow shirt with pink stripes, brown long pants, black shoes and purple apron moved to the front.

"Is that so?" The old man demanded, "And how do we know that its warranty won't be short and expired? And not to mention, trying to con us. And I hate being conned and tricked."

"Wow. Mr. Baumann means business," Jonesy whispered softly, "He usually gets mad when..."

"When I busted his stores?" Ben asked dryly. He sighed, "Been there, done that and it ain't pretty. But Mr. Baumann is a good guy with good sense of honesty and sells. He won't be fooled twice by anyone's con and whacko items."

Gwen nodded in agreement, "I'm with Ben. Mr. Baumann really means very business."

Fistrick whistled, "Someone got issues with my products, dude. Wanna test it out?" Mr. Baumann nodded firmly. He smirked while gestured the old man to come, "Time to say you're wrong and I'm right, dude."

"I sincerely doubt of it," Mr. Baumann groaned as he approached Fistrick while giving him a phone with dead cells. The gangster leader smirked as he plugged the canister to the phone. For a brief moment, the phone comes to life while its battery is 100%. Everyone was in surprise and shock. Mr. Baumann gasped, "What the-?! Impossible!"

Fistrick chuckled, "Dude. Impossible is my middle name. Don't forget it! Who wants some?!"

Everyone cheered happily as they charged and quickly pay the dollars for canisters. Fistrick chuckled in amusement as he and his gang collect the money while giving products to their customers including Sandra. Fistrick smirked proudly.

"Wow. Is that even possible?" Jonesy asked in surprise.

Gwen shook her head, "No. I don't believe there's such technology could recharged the battery for one second, unless they personally collect the canisters from lightning."

"Or maybe aliens?" Ben asked suspiciously.

Three children thought carefully about the ideas they've come up with. After thinking, they then make 'nah' noise. They don't believe Fistrick and his gang could do such a thing since they're just business people.

* * *

"Grandpa, what are we doing here again?" Ken asked curiously.

Max turned to Ken and said calmly, "Well, we need an expert of knowing anything about tech and electric especially when it involved EMP. And who would do better job than one of my old Plumber Buddies."

"You do make a point, gramps. And by the way, why many Plumbers retired in the first place? And I mean-!"

"I know what you're talking about. Let's just say, we got many issues to take care - family, xenophobia, PTSD, greed, culture, custom, problems, you named them. But Earth is safe and no longer threaten anymore. Aliens continued their job from other planets."

"I see. What about you? It's just Vilgax that you're done with, is it?"

"That but another reason why I retired."

"Phil? Gwen told me that you would have done something better for him to be good Plumber than a Con with Aliens going around wild."

"No. I thought he matured enough to know ethics and morality of Plumbers. It's another partner of mine."

"You have another one? Who was it?"

"I couldn't save him." Max said in guilty tone. Ken looked surprise yet guilty and shame. He continued, "A reckless Osmosian Plumber but he got a good heart and a family. And now he couldn't have a good life. Not to mention, how am I gonna explain about his son?"

Ken looked confuse and concern, "Grandpa?"

Max sighed, "It's nothing. Let's recruit our friend."

Max knocked the door gently. As it opened, he and Ken found Cooper coming out from it.

"Cooper?" Max asked in surprise.

Cooper looked surprise, "Mr. Tennyson? What are you doing here?"

"I was looking for your grandfather," Max answered, "Isn't he in?"

Cooper shook his head, "No. Grandpa was sent to hospital for health check. Did something bad happen again?"

Max nodded, "Yes. I need someone tell me about EMP and Blackout. But I won't ask you-!"

"I'm in!"

"Uh... Are you sure?"

"Don't worry. I'll be fine. And besides, I was on progress in figuring out of why there's EMP active and blackout across the world especially I'm detecting this strange unusual energy reading."

"So, our home isn't the only place get affected," Ken said in concern, "But more?"

Max hummed, "And what do you mean unusual energy reading, Cooper?"

"For this one... It's not from Earth or its natural weather either," Cooper answered calmly.

* * *

After buying many battery products, Sandra wired and connected the resident's power box to the canister. Tennyson Resident's power gone back up and running. Sandra sighed in relief as she left the store room.

"Glad that everything's fine now," Sandra said in relief, "Now I can go and take some hot bath after a yoga practice."

Sandra headed off to her bathroom, leaving the children behind. Three of them turned and headed back to the backyard as they have some discussion with Technorg.

"Well, you have to admit one thing, guys," Jonesy said calmly, "These products are kinda cool and awesome. My mamma likes it."

"Well, I'm with you for that one, Jonesy," Ben said in relief. He turned and noticed Technorg looking uneasy and uncomfortable, "What's up, T? Is there something wrong?"

Technorg groaned while covering himself like he's in cold, "I don't know. I just felt uneasy ever since your mother bought the canisters." He hummed in uncertainty, "Maybe I'm just uncomfortable with the weather. I felt cold."

Gwen hummed uneasy while rubbing her shoulders and gave a cold breathe, "It isn't just you, Technorg. I felt it too."

"That's weird," Ben remarked, "And it's still Spring, not Winter."

"What's weird is this," Jonesy said in concern and uneasy. He turned the television on as he watched the news, "Check it out."

Ben and Gwen approached him as they watched the news. They saw Will Harangue reporting news, along with the TV Screen about blackout across the world.

"Welcome back to Harangue Nation. And this just in," Will Harangue said firmly, "United States gone dark now. It's not just our country, folks. It's everywhere - Europe, Mexico, Russia, Japan, you named them after five days. Means no dam power, no windmill power and even no electric tower; all gadgets and transports are down now. And it's very serious people. Not sure why or how it happens. But I can tell you one thing, we're going back to Stone Age."

"But nevertheless, we've got good news," Will Harangue smiled as the screen shifted and focused on Fistrick and his gang, along with electrical products, "A group of people have been delivering a latest and new product - Super Mega Battery Plus Up, Up and Up."

Will Harangue cleared his throat, "Ignore the 'Up and Up' part, adding some awesomeness tone. These things help recharge and restore powers to your home and city. Either we're lucky or be thankful of that. I don't care. We should be grateful of these volunteer guys going around the world in delivering products to rich and poor. Now, that's effort and charity."

"Dude. Can't that guy tell about charity and payment?" Jonesy asked dryly.

Gwen sighed, "Media, Jonesy. They just go around and collect story - good or bad, they don't care. They put it up on good or bad stories. They do it for TV ratings. The higher it gets, the longer the channel can go on especially they can get more juicy stories."

Ben scoffed, "Well, we don't have to worry about Bellwood now."

"Still, don't you guys find it funny," Jonesy asked in concern while looking at the news, "City goes dark, and suddenly these guys came out of nowhere and help them out. And the next thing, they get the paycheck."

Gwen hummed suspiciously, "Yeah, too quickly. No calls. No texts. No emails. And not to mention, we don't even know who and where they're from. How do they know when's the blackout is gonna happen. This is very suspicious."

"And why do I get the feeling that they set this up from the start especially delivering the canister stuffs," Ben asked suspiciously, "This sounds familiar, Gwen."

"Yeah. Same like two bad guys we know of. Con Artists' favorite tactic-" Gwen said thoughtfully while recalling from her adventure, "-create the incident and deliver the cheap or good goods for money. I wonder how did they get the canister."

"We'd better check it out, guys," Jonesy said in concern, "I'll go get the canister."

Gwen nodded, "I'll try to call Grandpa Max about it."

"And I'll tell mom about this," Ben said.

Three children split up and headed in doing their activities. This leave both Technorg and Sam behind while wondering of what to do.

"I guess we wait?" Technorg commented in confusion.

* * *

In Rustbucket, Ken was driving it all the way to Bellwood in high speed while he and Max were listening to Cooper. While typing down on his computer, the boy explained about the blackout and products especially unusual alien's energy. They both looked surprise and concern.

"Okay, let me get this straight," Ken said in confusion, "Someone is using alien's power for recharge and electric power?"

Cooper nodded firmly and confirmation while typing down on his computer, "Yeah. I'm detecting it across around the world. And it's not good."

"Why? What makes you say that?"

"If anyone drained too much of electrical aliens' energy too much; they could easily gone dehydrated, unconscious or worse - death. And that's not it, the energy people are using has side effects. The energy can absorbed and dehydrated them too."

"Losing a lot of energy and get knocked out," Max concluded. He groaned in concern, "This is not good. This is worse than going to Stone Age. It's more like apocalypse or dead zone."

Cooper nodded, "Yeah. It happen to grandpa too when we installed canister to my home."

"Cooper, how do you know about this? And not to mention, figure it out?" Ken asked.

"I'm good at inventing, analyzing, dismantling and assembling technologies. And I can understand them too. It's my specialty and gift." Cooper explained humbly, "When I hook the canister to my power box, it spark and spoke to me about the canister. They told me these canisters aren't natural or even mankind's artificial made. It's foreign and absorbing lives' energy." He sighed in concern, "And that's when my grandfather got knocked out. I got suspicious about it."

"This isn't good," Ken said in concern while yelped in concern as his RV knocked something. He sighed, "But why weren't the kids get affected?"

Max hummed thoughtfully, "I think I know. It depends on the energy. Most young ones till young adults have more highly energy than adults and seniors. And it takes time for this alien energy to absorb them. Plus, Cooper is mutant with technology-kinesis ability. He's immune to it."

"Yeah. Lucky me." Cooper nodded.

Ken hissed, "We'd better get back to Bellwood now. There's no telling what happen to others especially our family."

Max nodded, "Agree. Step forward, Kenny."

"By going slow or fast?" Ken asked in concern before receiving a glare from his grandfather. He sighed, "Never mind. I think I'm gonna die now..."

"Think it's good idea?" Cooper asked in concern.

Max shrugged, "Well, his driving license is tomorrow. He's still getting good, a bit."

Cooper sighed, "Yeah, we're gonna die."

* * *

Ben came to his mother's bedroom while knocking the door for few times. He wait and waited for minutes while wondering what's taking her long. He sighed as he hated it. He entered the door. He then found Sandra on the ground. He gasped in concern.

"Mom!" Ben exclaimed in concern. He approached and shook her up gently while crying and calling her out loud. He pushed her for him to look at her face. He saw his mother being knocked out while her face slowly grow wrinkle and old. He gasped, "Mom! Wake up! Please!"

Sandra groaned in pain as she opened her eyes while struggled in looking at her son, "Oh, Ben... Hey."

"Are you alright, Mom? What happen?"

"I don't know. I was on my way to bathroom. And the next thing, I felt cold and dizzy, just before I fall down hard. Sorry for worrying you, Ben."

"It's okay, mom. I'm just glad you're okay." Ben said in relief. He then helped her up, though too heavy for him. Nevertheless, he carried her all the way to the bed while putting her properly. He sighed, "That'll do it."

Mom sighed, "Thanks, Ben. I'll take a nap."

Ben nodded as he left his mother behind to rest. He then headed to the backyard, where he found others chatting and discussing about canister while Gwen was calling her grandfather. He approached them as he began asking.

Gwen turned to her friends, "I told Grandpa about it. He, Kenny and Cooper are on their way now. They'll be here in minutes."

"Guys, there's something wrong here," Ben said in concern.

"You'd telling me," Jonesy nodded as he looked at Technorg, who looked weak and sick while groaning. He continued, "Something's wrong with Big T."

Ben looked at the sick Technorg. He hissed, "Aw man. Just like mom, you don't look too good. What's up with that?"

"I... I don't know," Technorg admitted weakly before looking at the canister, "I think this is affecting me. I felt my energy's draining."

Both Ben and Jonesy turned and looked at canister. African-American boy hissed, "I really don't like it."

"Neither do I. I need electric alien. And who would do better on this," Ben said calmly and firmly as he activated and slammed his Omnitrix's core. He transformed into Feedback, "Then, Feedback himself. Time to check this thing out."

Using his plug connecting to the canister, Feedback closed his eyes in concentrating while draining the energy. The Conductoid hummed calmly as he carefully feeling, analyzing and checking on its power source for the moment.

Feedback gasped in shock and concern. He growled in anger as he quickly absorbed the energy into him. He fired the energy blasts to the sky. He panted heavily while others looked at him. They wondered of what's going on.

"Guys. This really ain't Earth's electric energy. It's alien's." Feedback said dryly and angrily,

Everyone gasped in concern.

"Someone has been draining and using their electric energies for products." Feedback snarled while clenched his fists tightly, "And not to mention, these things are absorbing and dehydrating my mom's energy. She almost died! It makes me sick and angry. When I see these guys again, I'm gonna electrocute and burn them to ashes and never ever gonna walk again!"

"Ben, are you alright? You'd never been so angry before," Gwen said in concern.

Feedback gasped before hissed and sighed, "Sorry, guys. Didn't mean to snap at you. When I absorbed energy into me; I can hear them, feel them. They're in pain and scared, guys. They're in troubles. We need to help them now."

"Wow. Seriously, you talk to electricity?" Jonesy asked in surprise and shock.

Technorg sighed, "No surprise. Electrical-Type Aliens like Conductoid or Mechamorphs can communicate with its types, different kinds or even the energy sources. And that is why Feedback was upset and angry."

Gwen nodded understandingly, "If what Feedback said is true, then those gangs are the responsible of the mess. But question is who they really are and why?"

"Don't know, Gwen. But we're gonna find out," Feedback said firmly and angrily. He sniffed calmly and carefully, "I'm picking up the scent. It's coming from outside!"

And before they could ask, Feedback turned to both Technorg and Jonesy, "Big T, Joey, mind looking after my mom and some folks here. Gwen and I will check it out." Sam barked in upset tone. He sighed while smiling, "Okay, Sam. You can come. Just in case if go Ben again."

Jonesy nodded, "Got it."

Technorg sneezed loudly, "Yeah. Good idea. I don't feel so good. I feel dehydrated now."

Feedback nodded as he, Gwen and Sam left the Tennyson House.

* * *

Feedback and his team walked across the neighborhood while looking around of it. And so far, they found more of adults and seniors were dehydrated and exhausted. Some teenagers and children were helping them out, others panicked while crying and shouting for help.

As Gwen and Sam calmed some of panicked and uneasy kids, Feedback continued sniffing and trying to get and follow the electric scent. For minutes has passed, Feedback finally caught the scent as he led his team straight to a familiar restaurant, which its light has gone haywire and wild especially creatures screaming and shouting."

"Aw man. You've gotta be kidding me," Feedback remarked dryly as he was glaring at the Mr. Smoothie Restaurant. He groaned, "Seriously, why here?"

Gwen nudged Feedback's shoulder, "Quit your whining and let's check it out. There must be something go off around here." Sam growled and snarled wildly while glaring at Mr. Smoothie Restaurant. She sighed in annoyance, "Sam, enough with your growling for once. I know you hate Mr. Smoothie."

"No... Something's in there," Feedback said firmly as he sighed calmly, "I can something wild. Guess you're right, Gwen. Let's check it out."

Gwen nodded in agreement. She, Feedback and Sam slowly approached to the restaurant. As they were behind of the doors, they looked at each other before nodded firmly. The Conductoid armed with electrical fists. She armed with magical powers. Sam growled in ready to attack.

The trio screamed as they charged through the door at once. And before they could attack, they all gasped in surprise and shock. They witnessed a group of ten aliens playing around happily and playfully like they're in playground.

"The Megawhatts?!" Gwen asked in surprise and shock, "That's what you've been sniffing?"

Feedback nodded, "Yeah. The scent I smell and feel is definitely came from these guys."

"But what I don't get is how and why are they here? I thought they were trapped in big bulb and supposed to be at Sparksville."

"Beats me. Better ask them now."

Feedback approached to the Megawhatts. He cleared his throat firmly, causing them to turned and looked at him.

"Remember me, guys?" Feedback asked amusingly. Gwen and Sam stood besides with him. Megawhatts screeched and screamed in anger as they all fired their electrical shocks at the Earthlings. Luckily, Feedback absorbed the energy while smiling, "I take that as a yes."

Chanting **_'Elota Objectia'_** few times, Gwen fired magical ball blasts in hitting and knocking three Megawhatts out. As three of them got recovered, they fired their electrical shots at her. She quickly summoned 'Vortress Nebulae' in defense against the attacks while firing her **_'Elota Objectia'_** at them back.

Sam snarled before barked wildly at them. Two of them quickly fired their electrical shocks at him. He dodged and avoided the attacks while trying to take a bite on them. The duo yelped as they quickly ran off at once.

Feedback came to face with the last five of Megawhatts. Both sides glared at each other for the moment. They then began firing their electrical shots at each other quickly and fiercely while dodging the attacks. Though got hit twice, Feedback shot back at two of them before using his plug tentacles in lassoing, swinging and throwing the rest of them hard at the juice boxes.

Megawhatts screeched in anger as they quickly regrouped together. They then faced at Feedback and his team.

"Okay, guys! Chill out now!" Feedback exclaimed firmly as he absorbed and drained Megawhatts' energies, which makes them tired and sleepy. The battery aliens-like slowly landed on the ground gently and peacefully. He sighed, "Now, that's over. Ready to talk now?"

Megawhatts groaned and moaned dizzily while nodded in agreement.

"Good. Start with how did you get here from Sparksville?" Feedback asked firmly, "Did Fistrick do something to you? What happen to the rest of your gang?"

Megawhatts screeched in anger as they all shouted in anger. This shocked and surprised Gwen while Ben remained firm and looked at them as he was listening to them while nodded in understanding.

Feedback hissed, "This is bad. Don't worry, guys. We'll get you and your pals out. But you need to tell me where they were hiding your pals."

 ** _BOMB!_** Feedback and his team yelped as the smoke canisters were thrown inside the restaurant while rolling around. They unleashed the smokescreen in both covering and making everyone coughed heavily while struggled breathing. While Ben's team unable to see anything, but they heard some screams, screeches and fighting noise.

Gwen used **_'Rava Eelartas Gallametroy'_** in blowing the smokescreen out of restaurant. With it cleared, Feedback and his team found Megawhatts gone while no sign of clues for them to find. The restaurant is a mess. As beeping sounded, Feedback transformed back to Ben.

"Aw man! They're gone!" Ben exclaimed, "I almost had it."

Gwen sighed while looking at the floor, "Yeah. Too bad that I don't have the ability to sense and track them down." She spotted an unusual yet advanced blaster plate down there. She approached and picked it up, "What do we have here?"

"What is it?"

"A clue. This will help us to find the rest of Megawhatts."

"What are we waiting for? We've gotta go now! Time to go Stinkfly!"

"Uh-uh! I'm not going through that again especially we have no idea where we're going."

"You've got a better idea, dweeb?"

 ** _HONK!_** Ben, Gwen and even Sam turned to their back as they found Rustbucket arrived at the scene.

Gwen smirked proudly, "Our ride just arrived."

* * *

Ben and Gwen explained to their grandfather, Ken and even Cooper of what they have found at Bellwood. This has make Max suspicious and concerns.

"Just as I suspected," Max said calmly, "A week ago, Mayor of Sparksville contacted me about the largest bulb being stolen by unwanted gangster. And Fistrick is that guy leads his gang."

Ken nodded firmly, "All this scandal of blackout and selling goods of Megawhatt's energy power was all for money, not caring how many people are going to get sick and dying."

"That's why we need to go and get them out before Fistrick cause another problems." Ben insisted in concern yet firm, "We need to go now."

Max patted his grandson's shoulders gently, "We will. But we need to know what kind of people are we dealing with especially this Fistrick. He sounds like a tough and muscular guy."

"And I just found it, guys," Gwen said firmly as she turned the laptop in facing to them. She continued, "Fistrick, a.k.a. Francis Bane Bulldozer, former employee for Grandsmith Company as both security and engineer. But turns out, he has been selling the secrets and infos about Grandsmith's works and projects to others because he didn't get enough salary. After he's been exposed, he got fired and disappeared."

"Looks like he's back on business," Ken said firmly and calmly, "And it's big one now."

Ben hissed, "We've gotta stop him now. But how?" He sighed, "I didn't get the answer from Megawhatt before those creeps came in and kidnapped them."

Gwen nodded, "I don't think my spell works on this since it's an advance level."

"Not to worry, that's where I'm come in," Cooper said happily as he finished typing on his laptop. He turned it to his friends in revealing the worldwide with red and yellow dots spreading and crossing it. He smiled, "For five days till now of blackout and selling the Megawhatts' Energy Products, I was able to trace and mark the location Firstrick and his goons travel. But there's one place he'd never bother to go and town is still on."

With a button on his laptop's, its worldwide map revealed one black spot location - Texas. Tennyson Family awed in surprise and shock.

"Texas! I've always want to go there!" Ben exclaimed happily. He chuckled a bit before imitating cowboy style, "Howdy, partner."

Max chuckled, "So do I, Ben. It looks like we get to go there now."

"Yeah. That would be great," Ken said in agreement.

Cooper nodded, "Me too! I've love to ride a horse too."

"Hello? Bad guys to deal with?" Gwen asked in annoyance. The boys yelped in concern and realization about forgetting the important mission. They chuckled uneasily while having sweat drops on their heads. She sighed, "Boys... You and your wild, wild west style."

"So, how do we get there? No way Rustbucket can drive all the way there," Ken said in concern.

"Maybe." Ben said in agreement before smiled as he show off his Omnitrix to his team, "But with an Upgrade, we'll go turbo."

"I like the idea. I'm driving." Ken said proudly.

"You? Driving?" Gwen asked uneasily. Ken smiled and nodded. She yelped in concern before turned to Max, "You're sure it's good idea, grandpa?"

Max smiled, "Don't worry. He's been improving after five days. If he got distracted, we've got Cooper and Ben to take care of."

Cooper and Ben hissed in concern and uneasy, "Oh joy..."

* * *

An hour later, the advanced version of Rustbucket have gone turbo and arrived at Texas State. Unfortunately, during the traveling; Ken struggled with its Ruskbucket's upgrade powered mode. He caused unnecessary accidents and damages across the hometown, vehicles and obstacles. This freaked most of the gang to scream in fear.

"Kenny, get it under control!" Upgrade exclaimed in concern, "I maybe give this RV an upgrade, but you're driving me!"

Gwen screamed in fear, "Seriously! Get it under control!"

"I'm trying!" Ken screamed in fear, "How do you stop this thing?!"

Since sitting on front seat, Max groaned as he turned to the center in activating the command console. He quickly hit the red button at once. This caused his RV in halting the tires hard. And at the same time, Ken found and hit the break hard. The RV screeched wildly as it stopped right before and almost hit on the mountain.

Everyone sighed in relief before falling on their backs hard especially Upgrade emerged out and fell down on the ground hard. He moaned and groaned in exhaustion. With beeping sound, he transformed back to Ben.

"No offense, Kenny. I rather let Ben or Grandpa handle the upgrade mode," Gwen remarked dizzily.

Cooper groaned as he raised his hand up, "I second it."

"Yeah. Figures..." Ken groaned in exhaustion.

Max sighed as he turned and looked at Cooper, "Still got location, Cooper?"

Cooper nodded and groaned painfully, "Yeah. I still got it. It's not that far, just a few meters away from here. Just follow the map."

* * *

Leaving Sam to look after the RV, Cooper led his friends all the way to Fistrick's hideout. Upon arriving at their destination, they found the abandoned and ruined farm-like with garage. They were surprise and shock of it.

"I was expecting some kind of super lab or something," Ken said uneasily. He turned to Gwen, "Seriously, don't bad guys get some cool base or something."

"Not everyone is cool as Forever Knights or Vilgax," Gwen said calmly.

Using his cybernetic scanning around the area, Cooper spotted red version of metallic door beneath the garage's floor mat. He smiled as he entered the garage. He moved the mat aside. His friends followed and joined him in the area.

"Unless they have underground base. Any bad guy have one?"

"Uh, not really," Ben answered before armed with his Omnitrix, "But nice work. Time to go Way Big."

"Or we do this," Cooper said calmly as his eyes glowed in bright blue. Automatically, the metallic trap doors slowly opened in two while revealing a landing pad-like to the underground. Everyone looked surprise and shock. He smiled, "That would save you from wasting Omnitrix's power when you face with Fistrick."

"Ah. Good point," Ben nodded in understanding.

Ben and his team entered the landing pad as it began descending to the underground base now.

* * *

Arriving on the underground base, Ben and his team stealthily sneak across the hallway while searching for Megawhatts especially avoiding the fight with bad guys.

"Aw man. This is like finding a needle in haystack," Ken remarked in concern.

Ben nodded in agreement, "Tell me about it." He turned to Sam as he patted his dog gently, "Find anything, boy?" Sam whined in upset tone. He sighed, "Great. He can't smell or find it."

"I've got a better way," Cooper said firmly as his eyes glowed in blue while touching on the console. He accessed and entered the network wires in search of his targets. A few minutes later, he smiled, "Gotcha! Level A3 - Power Source Chamber. Two more floors down - command center. That's where our guys are."

"Nice work, Cooper," Gwen commented.

Gwen kissed Cooper's cheeks. While the mutant smiled happily; Ben made his funny looks while Ken groaned in annoyance and anger as he glared at Cooper for the moment.

Max cleared his throat, "Let's get going now."

The team used the elevator as they headed to Level A3. Minutes passed, they entered the Power Source Chamber where they found a giant dome consisted of thousands bubble glass cases trapping a few dozens of Megawhatts. The battery aliens looked tired and exhausted especially when they're dehydrated.

"Aw man, they're seriously dehydrated," Ken said in concern.

"Yeah. That can't be good," Max nodded as he was watching the dome powered up and blinking brightly as it shocked by absorbing and draining Megawhatts' energy into it. He hissed, "We've gotta get them out now."

"I'll do it. This is gonna be easy," Cooper remarked proudly as he approached to the dome's control console. And as he touched it, he yelped and screamed in pain due to him got electrocuted and shocked. He got pushed back to the ground hard. Ben and Gwen helped him up. He groaned, "That never happen before."

"Good. Coz I hate bugs in my system," The firm and tough voice shouted in anger. The team turned to their back and found Fistrick and his gang armed and aimed the advanced machine blasters, stun sticks and taser guns at the team. He scoffed, "Should've stop from hacking and accessing my network, bros. It ain't polite while I ain't dumb either."

"Oh yeah? Like draining Megawhatts' energy source for products?!" Gwen demanded in anger.

Ben nodded, "Hurting my mom and others with your stupid energy canister draining them?!"

"And not to mention, you blackout the whole country for money?!" Ken exclaimed in anger, "Have you guy no heart, Francis?!"

"Bros and little girl, they're just a sleep. No big Deal. Not like what those guys did to me for not giving me increment and goods. And not to mention, they didn't give me chance and credit for my workout," Fistrick said dryly, "Those days make me angry. And it's payback now. And never call me that name again!"

Max turned and glared at the technology, "Where did you get these technology from?! No human should able to build them."

"And not to mention, what kind of technology gives EMP across the world?" Cooper demanded.

Ken added, "How did you travel around the world without plane or ship?"

"Always jump in good part, huh?" Fistrick smirked, "Last two years, something drop on my backyard. And guess what I found? A jackpot - tons of alien technology around the town when it got attacks by some robots and a giant wrecking rolling spiked ball."

He sighed firmly and proudly, "Other than that, me and my boys gone around the world in finding the best parts and machines especially alien tech for my project. Took some time in fixing and putting them together in making the best machines we ever had! Blackout! Recharge! Power-Up! Guns! You named them!"

Fistrick chuckled in amusement, "This helped me get some bucks and fortune. But I just need something more electrical and shocking than going thunder and lightning for business. Way too dangerous and wild, bros!"

"And you decide to go with it by kidnapping and draining Megawhatt's powers," Gwen asked dryly. She groaned, "Shame on you!"

Ben nodded as he activated Omnitrix, "Yeah. And we're gonna shut you down!"

"Oh yeah? You and what army?" Fistrick asked in amusement.

"A guy with many eyes and his team of superpower kids," Ben commented as he slammed his Omnitrix. He transformed into Eye-Guy. He yelped, "Except old man and teenager. No offense."

"None taken, I've got some moves," Max said in amusement.

Ken sighed, "I still got street fighting moves."

"What I got is gonna outnumber ya! Get them!" Fistrick ordered firmly.

Corvo nodded firmly, "Ya heard the boss man! Let's teach these guys some lessons!"

Fistrick's thugs screamed wildly as they all charged straight at Ben's team. Gwen unleashed her powerful spell **_'Eradiko'_** blasts in knocking most of the gangster. Cooper turned to the stun turrets as he activated them in firing and shocked them off. Eye-Guy dodged and avoided the attacks while punching and kicking, and even blasting his Eye-Beams at them by front, sides and back. Max and Ken punched them one-by-one while dodging and avoiding the attacks especially grabbing, using and throwing poles at the thugs off hard.

After 10 - 20 minutes of fighting, Ben's team defeated the Fistrick's thugs including Corvo. The team panted heavily and exhausting. Eye-Guy transformed back to Ben.

"Glad that's over," Ben sighed, "We'd better get the Megawhatts out now."

Cooper nodded. As he turned to dome's console, he found it shaken very hard. The whole dome began transformation into a a giant orange-colored armored humanoid robot Class 12 Armored Mecha Suit, armed with strong hands and wheeled legs-like.

"Really? A giant robot again?" Ben asked in annoyance.

Ken hissed, "Well, this thing looks tough and mean. Literally!"

"You've got that right," Fistrick said firmly and proudly, "Time to knockout, punks! My business will go on! I'm gonna be rich!"

"Not gonna happen!" Ben exclaimed firmly before looked at his Omnitrix. It's still in red. He groaned, "Aw man! Bad timing for recharge!"

"Take cover, Ben! We'll handle him!" Gwen exclaimed firmly.

Cooper nodded, "I'll cover you. Come on!"

Both Ben and Cooper headed off and hid behind the crates while leaving their teammates in dealing with Fistrick. Gwen chanted **_'Mercuta Verditis'_** while powering herself up before firing the lightning-like spell blasts at Fistrick's machine. Instead of feeling damages and injuries, his armor absorbed her powers into its dome canister. It's powering his machine even more.

"Thanks for the juice, dudette," Fistrick said in amusement, "Just what the doctor needs."

"Okay. Never use that spell again!" Gwen exclaimed in concern and uneasy.

"Ken!" Max called as he passed the Plumber Blaster to his grandson. He asked, "Think you can handle it?"

Ken nodded, "Just like playing video game."

Max and Ken fired their blasters at Fistrick's armor while Gwen fired her magical orb blasts at him. His armor was thick as it blocked and deflected the blasts while at the same time, Fistrick swung and slammed his fists at them for few times. They dodged and avoided as fast and swift as they can. They also fired back at him.

Behind the crates, Ben looked at his watch while twisting and turning its ring for few times in hoping to get to back action. Cooper was typing on Fistrick's computer, trying to access its system while hacking his enemy's armor. They're both having hard time to get it done.

"Please, tell me some good news, Coop," Ben asked in concern.

Cooper groaned, "All I've got is some firewalls blocking me hacking the computer. This is gonna take some time. Maybe you should try with Feedback or Four Arms again."

"Yeah, I'm trying. This stupid watch is still recharging."

As the Omnitrix glowed in green, Ben accidentally pushed it down. He began transformed into a new alien - a large, bulky, reddish-brown alien with rocky skin, a giant mouth and has a molten lava planet core at the center of his body. His feet are tan with three toes. He has three fingers and one thumb on each hand. He wears white shorts with blacks stripes and a black belt. He has an Omnitrix Symbol on his chest.

"Wow... What is this?" Cooper asked in surprise.

Ben shrugged in confusion, "Beats me." He stretched and flexed his muscles. He smirked, "But I like his muscles. Could be strong as Four Arms."

"Uh... I don't know. I don't think this guy is used for physical battlefield. It could be used for mental, telekinesis or elemental battlefield."

"Ah... Either way, I've gotta help them now."

Tiring and exhausting his three opponents, Fistrick swung his punches on them hard. They all slided on the ground hard. He smirked as he approached and readied to attack them. Ben came in-between him and his friends.

"Might wanna back off, pal." Ben said firmly.

Fistrick smirked, "Not a chance, bro! Take this!"

Fistrick and Ben charged as they both slammed fist punches on each other's hard. For the moment later, Ben screamed in pain as he shook his hand gently. He muttered angrily about his alien is 'definitely not used for muscles'. And just before he could do anything, Fistrick grabbed him by left while punching on face six times. The muscle boss grabbed the rounded alien as he swung the latter around for three times before throwing straight to the bikes hard.

Ben groaned painfully as he slowly get up while muttered painfully. Fistrick smirked as he activated and fired missiles at the alien. As missiles come close to Ben, he quickly held his hand front, causing the missiles to stop at once. Everyone was in surprise and shock.

"What?!" Ken asked in shock.

"Are you kidding me?!" Fistrick demanded in annoyance.

"He stops the missiles wit gravity?!" Gwen asked in surprise, "That's amazing!"

Cooper nodded, "This must be his elemental ability!"

"Gravity?!" Ben asked in surprise while looking at his hand and missiles. He smirked as he pushed them straight back at Fistrick, knocking him back. He smirked, "Oh yeah! Gravattack rock the house! Time to gravatize it!"

"Dude. That is so lame," Fistrick remarked sarcastically, "Either way, payback time!"

Fistrick screamed in anger as he fired both blasters and missiles at Gravattack and his friends. They all screamed in fear. Gravattack quickly stopped the attacks before he had them around him before firing back at him. Fistrick groaned as he charged and attacked Gravattack by punching and kicking on his enemy. Gravattack summoned bikes and tanks in blocking and deflecting the punches especially throwing them at him.

Fistrick groaned, "Bro. You're gonna be sorry for this! That's so over billion bucks of my bikes and tanks! Do you have any idea of how much it cost that?!"

"Don't know. Don't care. Cause I'm here to stop you!" Gravattack said firmly.

Max looked at his grandson, "Ben! Use Orbit Attack!"

Gravattack looked confuse. Gwen answered, "You're a planet, Ben! What goes around Earth?"

"Sun and Moon!" Gravattack said in realization. He smirked as he retracted his limbs while forming a planetoid sphere. He turned and looked at him while smirking, "Yeah! This is so awesome! I'm a planet!"

"Actually, Ben. It's just a Moon. The Sun stays still. But either way, clobber him!" Gwen exclaimed proudly, "Use the Orbit Attack now!"

Fistrick groaned, "Think again!"

Fistrick fired the missiles and blasters at Gravattack. But instead of hitting him, the planetary alien levitated and rotated the attacks around him for few rounds. He smirked while looking at nervous and worried Fistrick.

"It's Hero Time!" Gravattack exclaimed wildly.

Fistrick groaned in defeat, "I hate good guys."

Gravattack launched and thrown the missiles and blasts right at Fistrick's armor. It is badly damaged. Gwen summoned her 'Twista Combititusin' striking and attacking him relentlessly for few times. Her spiritual cobra knocked him to the ground. Cooper approached to the armor.

"This time, no firewalls for me to hack you!" Cooper remarked as he touched on the armor. Fistrick's got electrocuted and shocked for the moment. Aftermath, the armor broke to pieces. He smirked, "All done."

Megawhatts zapped and emerged out from the Fistrick's armor. They all cheered wildly and happily while danced happily and joyfully. Gravattack and his friends watched them happy.

"Sounds like a happy ending," Gravattack remarked calmly. With a beeping noise, he transformed back to Ben. He turned to his family, "So what's next? Send the bad guy to jail, then the little guys back home?"

Max smiled, "That's the plan. But we need to deactivated the blackout device and get the power back on."

Gwen nodded, "And not to mention, we have to get some energy back to our friends and family too."

"We can't use the Megawhatt's energy. It's very bad for everyone to use," Ken added in.

One of Megawhatts overheard the conversation. He approached and whispered to Cooper about his plan. The mutant nodded in understanding while smiling.

"Guys." Cooper called. Everyone turned to him. He continued, "I think our buddy got the idea."

* * *

Following Megawhatts' plans, Cooper activated the teleporter for his team and Megawhatts in travelling around the world. They collected and took all of the canisters back at once. Megawhatts feed and absorbed the electricity into them, restoring their energies. They also have to find and destroy the Blackout Devices on plants, dams and wind mills. Without the devices, the countries' electricity power slowly restored back to normal, with the help of Megawhatt's and Feedback's electricity powers.

Everything has return to normal now. Fistrick and his thugs have sent to the prison for good. And the mission has ended. Some of Megawhatts returned to Sparksville for home while a few gone to space and others headed to 'town' for powering up the city for unknown reason. This surprised the children except Max Tennyson.

* * *

On Saturday after the incident from last night; Ben, Gwen and Sam were looking after Sandra, who was sleeping on her bed. Jonesy and Cooper returned home to look after their family. Technorg was taking a nap on his bed chamber. As she opened her eyes, she found the children standing before her especially bringing the breakfast of pancakes, butter and newspaper.

"Hey mom," Ben greeted.

Sandra smiled as she stretched herself up, "Hey, Ben and Gwen." She smiled while looking at the food, "Oh, you make the breakfast by yourself, didn't you?"

Sam barked happily while panted heavily. He licked on Sandra's face gently, making her giggle and patted his head gently.

Gwen nodded, "Yeah, we did. Just thought you need a good break after what happen from yesterday."

"Yeah. We saved the day," Ben said proudly. Sandra looked at him oddly yet suspiciously. He chuckled uneasily, "It's a long story, mom."

"Guess who got the driving license?!"

Three of them turned to the front and found Ken and Max entered the scene. Both of them greeted their family members. Max patted Sandra's shoulder gently.

"Feeling better now?" Max asked.

Sandra nodded, "Much better. Though I don't know why I get so tired easily in the first place."

Max chuckled uneasily, "It's best that you take it easy first."

"Wow. I can't believe you did it! You passed the test!" Gwen said happily as she jumped and hugged Ken happily, "Mom, dad and me are so proud of you."

Ben nodded, "Yeah! You're gonna get your awesome car!"

"Yeah. As long it doesn't have the turbo or alien tech," Ken remarked uneasily. Everyone looked worry and shock as they nodded in agreement uneasily. He sighed, "Yeah. Believe me. I'd never want to go through that again."

Ben sighed, "At least, nothing goes wrong again."

* * *

At Dr. Psychobos's home, both him and Malware received the latest reports. Both of them weren't please with the results now.

"They failed..." Malware snarled while clenched his fists tightly, "Tennysons keep ruin everything! Why can't that monkey stay down and stop interfering my operation?!"

Dr. Psychobos chuckled calmly, "But nevertheless, those monkeys have no idea of what's going on." He held a canister of Megawhatt's Energy up, "The Human Fistrick did his job of absorbing and analyzing its power especially creating artificial energy source. I now can create it my own, without relying on those Nosedeenians. And we've got what we need for _'Project Nemesis'_."

"Yes, you are right. Our true project is just the beginning. Sooner or later, I will have my revenge on that brat and Azmuth! And then, I can finally begin my operation of recreating this universe into perfect image and order under my reign! To do so, I will need both Omnitrix and Nemetrix under my control."

"Yes... And soon, I also will prove that Cerebrocrustacean are the true superior and geniuses of all the galaxies. And not to mention, those inferior Galvans will bow before us! And I use the term loosely."

Feeling proud and happy of their objectives they have make, Malware and Dr. Psychobos laughed evilly and darkly. They will soon have what they wanted some day...

 _END..._

 _Review and Suggest..._

 **Casts:**  
Tara Strong: Ben Tennyson, Sandra Tennyson, Upgrade  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson  
Ben Pronsky: Ken Tennyson  
Sean Marquette: Cooper Daniels

 **Minor Casts:**  
Eric Bauza: Fistrick  
Michael Rosenbaum: Feedback  
Dee Bradley Baker: Sam, Megawhatts, Eye Guy, Thugs  
Phil LaMarr: Jonesy, Corvo, Thugs  
Travis Willingham: Technorg  
David Kaye: Gravattack, Thugs

 **Cameo:**  
Corey Burton: Mr. Baumann  
Jonathan Freeman: Dr. Psychobos  
Kirk Thornton: Malware

 **Author's Notes:**  
Surprise. Remake of **_'A Jolt of Past'._** Instead of 16-Years-Old Ben's timeline, I decide to put it here for three good reasons - Using Feedback, New Alien and Dr. Psychobos's Project Nemesis.


	4. Episode 4: Mud is Thicker Than Water

**Episode 4: Mud is Thicker Than Water**

Max was driving his Rustbucket RV up while Gwen was sitting and buckling up on the passenger's seat. The transport was speeding up as it was breaking through the traffic jam while avoiding accidents. They were in the rush like something bad has happen to them or one of them.

"Grandpa, hurry up! My dad needs me!" Gwen shouted in concern.

Max hissed, "I'm driving as fast as I can, pumpkin! And we're almost there!"

"I just hope he's okay!"

"Don't worry, Gwen. We'll be there. I promised!"

10 minutes has passed, Rustbucket arrived at Gwen's home. Gwen exited the RV as she rushed and entered the house at once. Max followed his granddaughter as well. They all climbed up all the way to the girl's bedroom. They found Frank Tennyson was standing before while looking angry. Not just him, her whole bedroom was a mess and muddy.

Gwen gasped, "Dad! Are you alright?!"

"Son, what is it?" Max asked in concern and worry, "Did something bad happen? Please tell me!"

"I can't say of how much disappointed and angry I really am. Look at this place. It's a mess!" Frank said dryly and angrily while pointing at her bedroom. This make Gwen and Max concern and uneasy. He hissed, "I have one thing to say about this. It will cost you your freedom and happiness."

"Son/Dad?!" Max and Gwen asked in unison with shock and uneasy.

"What's going on here?!"

Max and Gwen turned to their back. They gasped in shock. They saw and found Frank was standing before them. They then looked back at his mysterious doppelganger before turned to the front.

"Huh?! What the?!" Max asked in shock.

Gwen gulped in concern, "What's going on?!"

Frank looked up and glared at the doppelganger, "What did I tell you about using your power at my home, Lucy?"

Gwen and Max gasped and looked surprise and shock of what they just heard.

The Frank's doppelganger smirked, "Psyche!"

He then giggled happily and wildly as he muddily and slimy morphed into a familiar girls Max and Gwen hasn't seen them since Joel and Camille's marriage.

"Lucy?!" Gwen asked in shock and surprise.

Lucy squealed happily as she jumped and hugged Gwen tightly and happily, "Hiya, Cousin! Great to see you too!" She turned and smiled to Max, "Hi, Grandpa Max!"

"Hi Lucy," Max and Gwen greeted uneasily.

Gwen groaned uneasily about Lucy's enthusiasm since the wedding. She even wondered of how Ben managed to gett used to Sludgepuppy Alien's. She slowly and gently pushed her cousin aside from hugging her. She turned and looked at her father.

"Dad, what's she doing here?" Gwen asked in surprise and uneasily.

Frank smiled, "Joel and Camille asked me to look after Lucy since they have gone to Sldugepuppies Home Planet for negotiation and peace treaty between Plumbers and them." He then chuckled uneasily, "Although your mother was kinda have issues with this, Kenny and I kinda accept it?"

"Seriously? Why won't Joel asked Uncle Carl? I mean Ben and Lucy got along well."

"Here's the funny thing, Gwen. Joel and I are kind of best buddies and cousins when we were kids. And plus, we've always help each other and do some favors. After all, what are cousins for. And plus, Joel and Carl always never get along well, kinda like you and Ben did when you were 8 till now."

"Well, that make sense," Max nodded in understanding, "You and Joel are very close like brothers. They even shared some hobbies and games they like - catching fireflies, playing baseball and even arcade games. Sure wish you and Ben have close bond like that."

"I rather not," Gwen remarked dryly. She sighed, "So, let me guess, Lucy is gonna sleep with me in the same bedroom?"

"Well, that's the idea, Gwen. Hope you don't mind, Gwen." Frank said uneasily.

"I mind, dad!" Gwen protested in annoyance, "She could dirtying and muddying everything especially my books, my shirts, my games, me private stuffs and even my hairbrush! I don't really like it, dad!" She turned and looked at Lucy, "Uh, no offense."

Lucy giggled, "None taken."

"Gwen, that was very rude," Max scolded Gwen.

"Gwen, did your mother taught you to turn your guest especially when it is your family," Frank asked dryly. Gwen was in shock as she looked down in shame and concern. He sighed, "Shame on you. I thought I taught you better than this. Never turn your back on your guest especially if it's your family or alien cousin. Do you remember my teachings?"

Gwen was in shock as she realized that she has forgotten about it. She sighed in defeat, "Yes, I do. And I'm sorry too. I just don't like dirty, muddy and even something so disgusting like Upchuck and Stinkfly."

"I understand. Even your mother keeps complaining about it," Frank said dryly. He cleared his throat, "Nevertheless, treat your cousin well. And I mean get along with her. Understand?"

Gwen sighed, "Yes, I understand, dad."

Max sighed in relief, "Thank goodness. Glad we got it over now."

"Uh Dad, I need to talk with you for something important," Frank said calmly. Max nodded in understanding. He turned to his daughter, "Now, Gwen and Lucy, behave."

Gwen and Lucy nodded in understanding. Both Max and Frank left the bedroom for private chats. Lucy giggled as she jumped and bounced on the bed happily. This annoyed Gwen a lot.

"So, what are we gonna do?! Can we play Sumo Slammers?! I like that game!" Lucy exclaimed happily.

Gwen groaned, "You can start from stop bouncing on my bed and help me clean my room you've make a mess."

"Aw! You're no fun! No wonder Ben always complains about you."

"Don't make me bring and pour the water on you again, Lucy."

"You're no fun," Lucy groaned as she stopped bouncing while landing on the bed. She sighed in defeat, "Fine. Let's clean it up."

Gwen sighed, "This is gonna be a long day..."

* * *

Frank and Max were walking down the stairs. They were heading straight to the kitchen as they're now having some private chats.

"So, what is it, son? Did something bad happen?" Max asked in concern.

"Yeah. Ever heard of Forever Knights," Frank asked in concern. Max nodded firmly. He sighed while passing the photos to his father, "There's been lately reports about these knights battling with each other at neighborhood, town and other states. It's kinda odd, don't you think?"

"Yeah... There's really something odd about them especially their armors and symbols."

Max was looking at some photos involving both Forever Knights and mysterious silver knights fighting with each other at various areas. He also noticed an infinity symbol on the silver knights' belts and armors.

"That infinity symbol. I've seen it somewhere," Max said thoughtfully, "I just can't remember..."

"Well, either way, dad. Can you find out and stop this?" Frank asked in concern, "Bellwood is getting some serious beat down for nearly a month."

Max smiled while showing thumbs up, "Don't worry, son. I got this. I'll take care of it." Frank nodded in relief before showing uneasy and concern looks. He noticed it, "Something wrong, Frank?"

Frank sighed, "Was I hard on Gwen?"

"What makes you say that, son?"

"It's just that... I just want Gwen to be herself, not pretending to be so mature and perfect that she is better than anyone else. This kind of attitude is gonna make her hard to make some friends. It's been two years, she hasn't done that. This makes me very worry, dad."

"I see. Is that why you allow Lucy here? Trying to get her be herself and friend with her cousin?"

"That's the idea. I thought Gwen could have someone, who knows when to have fun and when to get serious. She tries too hard to be mature and never gets what she really wanted to do."

"And I'm guessing Lily forbids her from doing it? She expects her to be serious, mature and perfect girl with A's, not C's?"

"Dad, don't use the nickname. You know she hates it." Frank insisted firmly. He sighed, "Yes, dad. I wish I could Natalie to take easy on Gwen and let her enjoy with everything she has. But I don't want to hurt hers or Gwen's feelings about my opinion."

Max nodded in understanding while patted his son's shoulder, "Sometimes, you have to tell them about it before it's too late. Maybe that will change Gwen's attitude to be more opening and friendlier than trying to use smart-talk."

"Like you never tell us about you being Plumber?"

"Ah..."

"Forget it, dad. I'm not angry. I just wish you could have told us sooner than making us find out about you and mom's secret life. And believe me, Carl wasn't happy about it."

"Yeah. That wasn't the best thing I did for you and Carl. I'm sorry. But I'll make it up for my grandchildren."

"Like not telling mom about Gwen having her heritage?" Frank asked. Max winked in amusement. He sighed, "That would be great. And you know what happen next if she and Natalie meet again?"

"Don't remind me. I just hate that part the most." Max remarked dryly. He sighed, "Anyway, I'm gonna check out about these 'Knights' incident now."

"Need Gwen and Ben now?" Frank asked.

"No need. I can handle it," Max said calmly, "Gwen and Lucy should enjoy their company especially with Ben and others as well."

* * *

After an hour later, Gwen and Lucy have finished cleaning the mess in the bedroom. They all sighed in relief before sitting down on the bed. Lucy groaned in exhaustion as she slept on the bed hard. And at the same time, she blew her flinch up a bit.

"Aw man. Who knew cleaning the room could be very tiresome?" Lucy asked in annoyance, "From where I came, we Lenopans don't need to 'clean' the room because they're perfect."

Gwen groaned, "In case, if you hadn't figure that out, Lucy; Lenopans liked dirty but here, humans don't always like dirty like Joel and Ben."

"Wow. Do you Humans always hate muddy and dirty? They did something good for you, you know?"

"Oh yeah? Name them."

"Okay! The spa? The training exercise? Football Field? Soccer Field? Garden? And even kids and grown-ups like us enjoyed playing on the mud! As I recall, you enjoyed spa treatment especially mud on your face. Happy?"

Gwen was speechless and shocked of what she had heard, "Uh..."

Lucy giggled, "Wow. I got you speechless! Does this mean I'm right about it?"

"More or less..." Gwen said in shock. She shook her head in annoyance, "But the spa doesn't count because it got clean mud!"

"Seriously?" Lucy asked dryly, "You really need to learn to relax and enjoy the fun especially the mud. Like me."

"I rather be myself than an alien. Thank you very much."

"Either way. Can we play Sumo Slammer, please?! I wanna play!"

"Lucy, I don't play Sumo Slammer," Gwen said dryly. Lucy yelped and screamed in shock and upset. She sighed in annoyance as she hated one idea she regretted. She answered, "Don't worry. Ben has one. So, we go to his house and enjoy it."

"Really?!" Lucy asked happily. Gwen nodded regrettably. She squealed happily as she transformed into a humanoid muddy alien. She jumped and hugged her cousin happily and passionately. She cheered, "Thank you, cousin Gwen! You're the best!"

Feeling and touching muddy on her, Gwen groaned in annoyance and disgust, "Eew! Come on! Not my favorite shirt. Why me? Why?!"

* * *

Taking his Rustbucket, Max was driving across the Bellwood Town. He was now investigating on Forever Knights and its silver counterpart case especially the infinity symbol. And so far, he hasn't found a clue yet. Despite the trouble has has, he knows one place that can help him. Specifically, he needed one of his old friends to help him out.

Arriving at the small store, Rustbucket make a stop. Max climbed down from his transport. He entered it. The store wasn't very busy, but still has customers for looking around and buying food products and candies. Nevertheless, Max's still going to find and talk with his old friend, hoping him was not busy.

Max headed to the counter, where he found a familiar person was giving customer a package of products.

"Baumann!" Max called. Heard of the noise, Mr. Baumann turned and greeted to him warmly. He chuckled a bit, "Good to see you, old friend. How's the business? Busy?"

Mr. Baumann sighed calmly and happily, "So and so. Just glad Ben didn't make a mess again in my store again." He then adjusted his glasses gently and carefully as he shown his seriousness face, "Knowing you coming to me, you have some important business."

"Yeah," Max nodded as he gave the photos to Mr. Baumann, "Do you know about these especially the symbol?"

Mr Baumann hummed as he looked at the photo carefully, "Ah, yes. I've seen it except the knights. But you should too. That belongs to Patrick Merlin."

"Patrick Merlin?"

"Yes, Max. He's your old best friend. He owned a museum castle-like called 'Knights of the Round Table'? All about medieval era? And his favorite tale - King Arthur and his Knights of the Round Table?"

"Oh... Yeah. Now I remember. He loved being King Arthur. It's his favorite character. I haven't seen him after 30 years."

"It's that been so long?" Mr. Baumann asked in surprise. Max shrugged. He scoffed a bit, "It's no wonder you came and ask me about this. You've forgotten after some fights you have with old Patrick about aliens and myths being real. But you'd think our old buddy knows something about this."

Max sighed, "I certainly hope so. I need to know why Forever Knights are fighting among themselves."

"Are you sure they're fighting among themselves? Or rather, are they different kind of knights Forever Knights are dealing with?"

"Hmm... When you put that way, it makes sense. Armors and symbols are different from each other. But question is who are they and why fight against the Forever Knights?"

Mr. Baumann sighed, "You know I can't answer that. Only him can."

Max sighed in defeat, "Well, it's better than nothing. I hope Patrick is in mood for my visits. He'd never likes me."

"Why don't find out? I certainly hope you remember of how to get there."

"If I don't, I got GPS that leads me to his 'Knight of the Round Table' Musuem."

* * *

Gwen and Lucy were walking across the neighborhood. They were heading straight to her cousin's home. She doesn't mind visiting Ben when it comes to helping him out with both academic problems and karate training. However, for this case, she did to get away from Lucy by leaving her alone to enjoy her game with others.

Arriving at her cousin's home, Gwen and Lucy knocked the door. Her aunt opened the door as she smiled warmly and happily.

"Hello, Gwen. Hey, Lucy," Sandra greeted both Gwen and Lucy warmly. They smiled and greeted her. She smiled, "Let me guess - Looking for Ben?"

Gwen nodded, "Yup. Lucy wants to play Sumo Slammer."

"Hope he's not busy with anything else." Lucy said happily.

"Well, kinda busy with checking on his watch," Sandra said calmly.

Gwen sighed in amusement, "Figures, he would be messing up with his watch for master control or getting more aliens. Again... What a doofus..."

"Sounds like fun!" Lucy remarked happily, "Can we try, Gwen?"

"Lucy, don't. One doofus is enough to mess with the watch. Just lay back and leave Ben to handle it. Got it?"

Lucy groaned in disappointment, "You're no fun, Gwen."

"Safety first before taking risk, genius," Gwen said dryly and firmly. She turned to Sandra, "Can we come in, Aunt Sandra?"

"Of course," Sandra said calmly as she welcomed both of her nieces in. As Gwen and Lucy entered the house while heading straight to the backyard, she shouted, "And make sure Ben doesn't use his fire alien again. He'd better not burn my grass again!"

Gwen and Lucy nodded happily as they entered the backyard. They found Ben and his friends were chatting and discussing with each other while looking at the Omnitrix. Ben continued twist and turn on it as he was still trying to access its Master Control.

Ben groaned, "I still can't get it. Why is it so hard for me now than last time?"

"That's cause you were lucky to get it right?" Jonesy asked curiously. Ben gave a glare at his best friend. He yelped, "Easy. I was kidding. But seriously, you got it lucky. And this time, not."

Ben turned to Cooper as he was about to ask. But instead, he spotted Gwen and Lucy coming to him. He smiled and greeted them, "Gwen! Lucy! What's up?"

"Cousin Ben!" Lucy screamed as she jumped and hugged Ben happily and tightly, "It's so good to see you again!"

Ben yelped in pain, "It's also nice to see you too, Lucy." He squeaked in pain, "Lucy, please! Give me some space!"

Lucy giggled as she departed happily, "Sorry. So, whatcha you doing?"

Gwen groaned in annoyance, "Lucy, Aunt Sandra has already-!"

"I know. I like to say that," Lucy giggled.

"Still trying to get to Master Control. I still can't get it right," Ben said in disappointment. He turned to Cooper, "So, anything?"

"Ben, perhaps you should take it easy for now." Technorg suggested calmly, "As the words of old says, 'Only times can tell when you have the right to earn'."

Ben was annoyed by it, "Ugh. Seriously? What are you? A lightning god with hammer? As if." He turned to Cooper, "Well?"

His eyes glowed in blue brightly while looking at Ben's Omnitrix, Cooper sighed, "Sorry, Ben. Still couldn't find a way to crack the code. Galvan's Tech are harder than I thought. It'll take some time." He hummed suspiciously as he looked at it, "Ben, did you know there's another function of this watch."

"Ah, no. Why?"

"According to my scanner, this one can help you shift from one alien to another. This one is called 'Alien Morph Shift'."

"Seriously? How come I didn't know it after two years?" Ben asked in shock and annoyance. Everyone shrugged. He groaned, "How does it work, Coop?"

Still in scanner mode, Cooper hummed, "According to this, you should hit on your Omnitrix to say or think it. It'll the shift from current to another one. We should test it."

Ben smiled as he set his Omnitrix up, "Good idea. Time to go small." Ben transformed into Grey Matter as he had his hand on back, "To muscles!"

With a hit on his Omnitrix, Grey Matter shifted into the form of Four Arms. Everyone awed in surprise and amazement about it. Four Arms whistled as he flexed and show off his muscles.

"Alright!" Four Arms exclaimed happily. He then hit on his watch's symbol again. He turned to Wildvine, who is smiling, "Now, I really can turn to any alien I want to with thinking! This is so awesome!"

Wildvine continued hitting and slamming on his Omnitrix's symbol as he continued shifting from one alien to another. Though his friends were amazed by it, they're annoyed and irritated as they wondered - when he's gonna stop playing with the 'Alien Morph Shift'.

"Uh... Ben. I don't think you should abuse it too much because," Cooper said in concern. Suddenly, the Omnitrix flashed in red and gone beeping as Benwolf was about to hit it again, instead of alien, the alien wolf transformed back to Ben. He sighed, "That would quickly drain your Omnitrix's battery and gets time out quicker." Ben gave a glare to him. He yelped, "I tried to warn you."

Ben groaned in defeat, "Aw man! Should have taken things easy."

"Which you don't," Gwen said in amusement. Ben turned and glared at her. She cleared her throat as she whispered to her cousin, "Anyway, hope you're not busy, wanna play video game with Lucy, so I can go home now?"

"Actually, I was gonna go to soccer for practice with my friends. And then, going to the mall for arcade game and buying Sumo Slammer cards."

"Okay... Can't you take her with you? I heard she likes sports especially soccer..."

"Really? I didn't know that."

"Shows that I'm close to her."

"Really?" Ben asked in amusement. Gwen nodded uneasily. He cleared his throat as he crued, "Okay, Gwen. We'll bring you and Lucy to join our fun."

"What?! Seriously?!" Everyone asked in surprise.

Gwen was in shock and anger as she groaned, "Benjamin Tennyson! I'm gonna-!"

Lucy squealed happily as she jumped up, landed and hugged both Gwen and Ben tightly and happily, "Thank you so much! You're both the best cousins I ever had! You guys are so awesome!"

Ben groaned in pain, "No problem! Happy to help!"

"Yeah, me too," Gwen struggled painfully while muttered angrily, "Me too..."

Lucy continued hugging Ben and Gwen close and tight. Their friends smiled and laughed a bit in watching the event.

* * *

Driving out of Bellwood Town, Max was heading to its north as he was seeking out of his old and former friend - Patrick Merlin. Max sighed in upset as he hasn't seen Patrick for a long time. He then recalled of his friendship and past with Patrick.

Max recalled his first meeting with Patrick when he was attending to the school around 1950s and on wards. Max wasn't very good at academic especially reading and understanding literature and mythology stories, his old friend helped him understand it. While Patrick struggled with sports and exercise, Max helped him out with it. They both became close and best friends for long time until they joined military and nearly joined the Space Program. However, it is where they departed for different purpose.

Max continued gone with Plumber Career while Patrick decided to work as archaeologist, who wants to study and prove the existence of myth and legend especially 'Sir George and the Dragon' and even the aliens. Max was forced to lie and mislead Patrick to wrong place from learning alien's and myth's existence in secret and never let anyone knows about it, unless they're Plumbers. This makes them both tensed in argument and fighting about it.

"Oh, Patrick. Hope you're not mad at me again," Max said in concern. He noticed a castle ahead of him, "Aw! This must be the place."

Arriving at the castle, Max climbed down from his RV. He approached the castle. Using the ring, he knocked on it gently yet loudly. He then waited for a response until...

"Who dares to knock the door?!" The loud voice of the castle demanded, "I don't want to hear about the bills, medieval knights or even some stupid press about aliens and myths existence. I'm not interested for jokes or documentary! Get out!"

Max yelped in surprise before gulped, "Uh... What about an old friend, Patrick? Six Max Tennyson?"

Expected for the loud voice again, Max waited for the reply. But nothing as the giant door opened at once. Max came to face an old man with white short and gentle combed haircut, small mustache and beard worn a white shirt with long sleeves, light brown jacket, brown long pants and business shoes.

The old man gasped in surprise, "Maximilian?"

"Sir Patrick Merlin?" Max asked hopefully.

Both old men laughed happily as they quickly come and gave each other a hug while cheering and commenting happily and wildly. They then departed while looking at each other.

"Ah, old friend! It's good to see you again," Patrick greeted Max happily.

Max smiled, "It is, Pat. After 30 years, we're back together. I hope you're not angry about that time. You know I didn't mean to lie or even hurt your feeling about myth and aliens being real."

Patrick laughed a bit, "It's alright, my friend. And besides, lot of people keep saying that too. But I'm over it. I forgive you too, Max. Let bygone be bygone. How about it?"

"Good enough too. Hope you're not too busy with your new job ."

"Busy? Nope. Of course not. I'd never be too busy with having chat with my old friend. Please, come in. We have a lot to catch up. Plus, I have delicious biscuit especially ginseng."

"Ooh! That's my favorite."

Patrick led Max into his castle for old times chat.

* * *

Ben and his friends spent for whole afternoon of enjoyment and relaxation. They played the soccer, and then played some arcade game and doing some shopping like buying trading cards, video games, merchandise and even fashions. However, Gwen wasn't due to Lucy got overexcited and wildly for doing the activities especially unintentionally make a mess and mud on her and damaging the properties. It's the worse day for her.

In the evening, Ben and his friends were walking on their way back home. And at the same time, they were chatting with each other.

Gwen glared at Lucy, who was drinking her soda, "Lucy, did you realized how much damage you cost?"

"Sorry, Gwen. I didn't know my own strength," Lucy shrugged and smiled uneasily, "I promised that I won't do that again."

Gwen groaned, "You've said that before, and yet you make same mistakes again. My mum is gonna kill me for this one. Again..."

"Wow... She's upset," Jonesy said in concern.

"Is she always like this?" Technorg asked in annoyance.

Ben shrugged, "That's how she is, T. She's always get dramatic over a little things like spider and even her personal computer." Gwen gave a glare at him. He scoffed, "Like now, she glared at me from my back because I was juts kidding."

"Ben. You might lay it off," Cooper insisted in concern while looking at her, "She's not in very good mood now."

"Coop, she's never been in good mood." Ben remarked in amusement.

Gwen groaned, "Ben, I'm gonna kill you for this one..."

As Ben and his friends were passing alley by, Lucy spotted it as she turned to her friends and called them, "Hey, guys! I saw something over there!"

Heard of what Lucy has said, Ben and his friends quickly head back to the alley. Instead of going in, they hid behind the corner as they watched the conversation between their enemy Forever Knights and the mysterious silver knights.

"Wow... Are those Forever Knights?" Jonesy asked in surprise.

Ben hummed while looking at the group, "I know those guys, but not the silver ones. New elite group or something?"

Gwen hummed as she looked at both groups' symbols carefully, "I don't think so. They looked different."

Cooper shushed his friends as he listened to conversation carefully with highly frequency hearing, "I'm trying to listen. Something's going on between them."

Ben and his friends looked and listened to the conversation between the knights,

"Do you get it right," Forever Knight #1 demanded, "Our king wish to speak with yours at the old abandoned cargo station by nightfall."

Silver Knight scoffed, "Don't worry, our true king will be there. You'd better make sure that you're not planning to trick or ambush us again."

"Rest assure. We won't. Till we meet again..."

"We will, sir."

Both knights turned and departed at once. Forever Knights entered their black limo while silver knights entered their trucks. They all drove off at once to different direction. Forever Knights headed to the east while silver ones moved to the west.

"Something's not right," Technorg said suspiciously.

Jonesy sighed, "Tell me something I don't really want to know."

"Whatever they're up to, we need to find out," Ben said firmly as he turned to his team, "Okay. Gwen, you take both Lucy and Cooper, and follow the silver guys. Me and my guys followed the Forever Knights. Time to find out of what's going on."

With everyone nodded in agreement, Gwen groaned, "Why do I have to stick with Lucy?"

"Because one, we don't know about the silver guys. Two,you got Lucy to go shape-shifting into anyone she wants and Cooper to hack their computer system. And three, you use brains but I use brawn. And I know these knights won't talk and give info out easy."

"I hate it when you're right. Be careful, Ben."

"You too, cous. Let's go."

Ben and Jonesy climbed on Technorg as the Detrovite jumped up high and over buildings one-by-one. Cooper approached a broken kart as he reactivated it. He and his team got into it as they followed the silver knights' transports.

* * *

In the living room, Patrick and Max were having tea while chatting about their old times. They were both happy and relief to see each other after 30 years long.

"So, what brings you here," Patrick asked, "I'm certain that you didn't just come here for our old time sake." He chuckled a bit, "I especially enjoy 'Lord of the Rings'. That amazed me a lot. Best story I ever read."

"Yeah. I wasn't really good at reading," Max said uneasily. He cleared his throat as he passed photos to Patrick, "But anyway, I need your help. Can you tell me about this?"

Patrick picked a photo up while looking at it, "Hmm... Interesting. Where did you get these?"

"I kinda came across with them. I took a picture of it. And to be honest, I find it odd like why would these knights fighting with each other. Aren't they friends?"

"Well..." Patrick said uneasily as he gently touched and pulled down his beard gently, "I don't know. But I believed this could a power struggle between them."

"Really? How can you be sure?"

"I think it's quite obvious. When the king died, his loyal or usurped knights will fight over the control and power of the kingdoms."

"Huh... I guess it make sense. But do you know about Forever Knights, old friend?"

"Well, that's an interesting story, Max. I-!" Patrick was about to answer but interrupted by door opening.

Patrick turned to his back and found his butler coming to him. His butler whispered to him, which make him shock and annoyed. Max noticed it. Patrick nodded firmly. His butler headed off at once.

"We'll continue this next time, old friend," Patrick said calmly and firmly as he stood up, "I've got something to do now. So, why don't we continue this tomorrow?"

Max looked suspicious and concern of his old friend, "Uh... Yeah, sure. No problem, old buddy..."

Patrick smiled as he stood up, "Please, don't wait for me. Enjoy your hospitality. I'll be back soon."

Patrick nodded calmly as he turned and headed to the door. As soon as his old friend left, Max got up from his seat. He approached the book shelf as he began looking at them carefully and thoroughly.

"Time to find out of what's really going on," Max said firmly and calmly.

Max spent his time in looking through the books as he was looking for answers, but so far he found nothing but myth, legends, history, fiction and documentary. He groaned in disappointment about his findings.

Unknown to him, Max accidentally pulled the candelabra down. The firewood shaken very hard as it moved to aside. It surprised him but also made him confirm of his suspicious about Patrick. He then began walking down the stairs, which led him to the basement.

Upon arriving to the basement, Max heard some noise like it's coming from the front entrance with meeting signage. He approached to it carefully and stealthily while making sure that no one heard him coming. Upon reaching his destination, he took a peek through the hole. He found his old friend worn his armor with a cape and golden crown as Patrick was talking with three knights.

"Are you certain, Sir Cyrus?" Patrick demanded firmly and angrily, "And you know tricky and deceiver he can really be."

Cyrus nodded, "Positive, your majesty. But if he intends to deceive and ambush us, we'll counter them with our weapon, am I right, Dr. Chadwick?"

"Yes. Thanks to the Tennysons, they have left most of both Plumber and alien technologies behind. Completely damaged and ruined," Dr. Chadwick said in amusement. He chuckled a bit, "But not destroyed. I repaired and reinvented them as our perfect weaponry."

"In other words, we have the advantage to defeat the usurpers," Cyrus said firmly.

Patrick nodded firmly, "Good. Just as we planned, we'll meet Driscoll at the old abandoned cargo station for negotiation. Should they betrayed us, we will destroy them for good."

"I shall make preparation at once, sire." Cyrus said firmly.

Dr. Chadwick smirked, "And I shall prepare our weapons. The usurpers will regret for turning against us and our cause."

Hearing enough of it, Max was about to move but stopped by both a muscular knight and a fat one. They also grabbed and pushed him through the door. He fell to the ground before the rest of knights. Patrick and his knights stood up and glared at him.

"Max Tennyson, what a surprise," Patrick said dryly, "Always like to sneak and noisy around people's business especially if it's my home."

Max groaned as he slowly recovered and get up, "Yeah. Just making sure you're not in trouble, except you're always the troublemaker. I can't believe that you're the silver knight."

"I'm not only one who has double life, Plumber Magister Max Tennyson." Patrick answered dryly. Max gasped in shock. He continued, "Yes, Maximilian. I know who you really are. And I know why you lied to me for all these years especially your grandson wield the most powerful weapon of the universe - the Omnitrix."

"Why didn't you talk with me about this? Why join them?"

"Don't you mean why I was crowned as the true Forever King?"

"Wh-What?! Forever King?! You mean to tell me that the silver knights are..."

"Yes, Max. We are the Forever Knights. The true Knights and guardians of the Planet Earth! As for Driscoll and Enoch, they're the usurpers and traitors to our cause."

"That explains everything especially the pictures I had for few days ago. You were at war against Driscoll over the control of Forever Knights."

"Yes. When the Forever King passed away, I was made as his successor. But Driscoll refused to accept my sovereignty. And so, he took his loyalists and rebelled against me. For too long, we've been war in secrets. They sought and stole alien technologies to overwhelm and forced us to submit. But at the end they failed because of you and your grandson interfering them. Driscoll is losing funds, resources and soldiers especially the war against me. I should be thanking you for this."

"I did it to keep the world saved. So, what kept you from finishing them off?"

"After constantly defeated by you; Driscoll send a message that we should negotiate of our situation. However, if anything goes wrong, we will end the war tonight! Forever Knights will be ours."

"Innocents will be in danger! Patrick, think about them! You would never let them died! As the soldier, it's our job to keep them safe from harm."

"There are times we must make sacrifices to achieve victory, including the innocents."

"I won't let you do this!"

"Pity. I can't say the same thing for you, either."

And just before Max could do anything, Patrick gave a hard punch on his old friend's guts. Max was unconsciousness before fell to the ground hard. He turned and looked at his knights.

"Forever Knights, let us go now. Tonight ends the war." Patrick said firmly before turned to both muscular and fat knights, "Sir Connor! Sir Morton! Bring Max with us. We must keep an eye on him, to ensure he won't cause us problem."

* * *

Following Driscoll's Forever Knights, Ben's team arrived to the destination - a familiar castle. They were all hiding behind the bushes.

"Okay, what's the plan?" Jonesy asked in concern, "Going inside the castle won't be easy."

Technorg scoffed, "It never is. Charging and ramming won't be the problem for me handle."

"Better not. Forever Knights like collecting, making and using alien tech or ancient relic to fight us off. So, we go ghost or," Ben said firmly. He looked at his Omnitrix as he activated it. He slammed it. He transformed into a Grey Matter again, "Small enough to go in."

"Why not use Ghostfreak?" Jonesy asked in confusion.

Grey Matter sighed, "I rather not. No telling when he's gonna get loose and freaked the rest out. And not to mention, I really hate to see what kind of evil scary plans he's been cooking up inside the Omnitrix." He smiled, "And besides, I know everything inside and out of this castle since they kidnapped me for experiment."

"Hmm... Good point." Jonesy nodded as he gave the earphones to his friends, "You'll need these for listening, guys."

"Didn't know you're good at this, Jonesy."

"I didn't. This was from your grandfather and figures that you might go small for stealth again."

Technorg sighed, "Let us go now. And find out what they really up to."

With both Grey Matter and Jonesy climbed on his back, Technorg jumped up high while landed on the castle's rooftop hard. They looked around of their surroundings, ensure that the knights weren't aware and alerted by their presence. But nothing so far. Technorg opened the air vent's cover, allowing Grey Matter to go in.

Travelling through the air vent pipes while avoiding being sucked by fans' spinning blades for minutes, Grey Matter was still searching for the meeting room. Hearing a noise of chatting and discussion, he realized that he's getting close to it. Arriving to the small vent, he looked through the holes. He found Driscoll was having meeting with his Forever Knights including Enoch.

Unlike what Max has describe on Driscoll's face, his was youthful and has no scars than older as his grandfather's age.

Driscoll sighed firmly, "The plan has been settled. We end the war tonight. The Pretender will give in to our demands or destroyed for good."

"Driscoll, are you certain this plan will work?" Enoch asked darkly, "The pretender cannot be trusted. He will turn back against the words."

"Don't worry. We have one last result to ensure our victory. One that will be very devastating and deadlier enough to destroy these pretenders for good."

"Of course. If you're not trying to abandon us again..."

"Still haven't gotten over it, have you, Enoch?"

"Of course, I haven't. You left me trapped in the stupid dream machine for almost a year!"

"Because you have failed me too many times. I do not accept failures, Enoch!"

"Thanks to my loyalists, I'm free from it. And if not for me, you would beyond to be healed at Mount Rushmore."

"Very well, Enoch. I admit it was foolish of me to trap you in dream realm." Driscoll sighed in defeat while touching his face gently, "But I'm grateful too as well for your help and healing my scar into perfect face, with the last drops of Fountain of Youth. And therefore, you've been reinstated as my Second-in-Command again while my Forever Ninja is in repair. We don't have much of fund and resources to restore our organization."

Enoch nodded, "That is why we require the pretender's for ours. It's understandable, my lord. I shall make preparation at once, sire."

Dirscoll smirked proudly, "Good. Once they have been dealt with, we will proceed with our revenge on Tennysons. Starting with Bellwood. I believed making families suffering will be good enough. They will pay for interfering our plans for far too long."

"That's not good. The others need to know about this." Grey Matter said in concern. Suddenly, his Omnitrix beeped loudly. He yelped in concern, "Aw man! No! Not now!"

 ** _BOOM! FLASH!_** Driscoll and his Forever Knights got up from their seats while turning to their back. They found Ben sticking his head and torso out of air vent while the rest of his body stuck inside. The 12-years-old boy groaned and struggled in getting out.

"Aw man!" Ben exclaimed.

"Ben Tennyson?! Here?! In my castle?!" Driscoll demanded in anger, "Bring him down now!"

The Forever Knights quickly brought the ladders as they began climbing up. They're ready to bring him down at once.

"So not good!" Ben yelped in concern as he looked at his Omnitrix, "Guys, need help now!"

* * *

"We kinda have a problem too, Ben..."

Technorg and Jonesy were facing couple of Forever Knights armed with their technological and mechanical medieval weaponry. The knights were aiming at them as they were all forced to raise their hands up for surrender.

Technorg groaned, "How embarrassing..."

* * *

At Patrick's 'Knights of the Round Table' Museum; Gwen and her friends were hiding behind the bushes after following their suspicious silver knights from Bellwood. They were looking at the castle especially it was heavily guarded by a group of silver knights.

"Wow. There's a lot of them," Cooper said in shock and surprise, "Any way to get inside?"

Lucy giggled a bit, "That's easy. We charged and knocked them out. So, let's go and get them!"

As Lucy was about to jump over, Gwen grabbed and brought her down hard, "Are you crazy?! Are you trying to get yourself killed or something?! We're here to learn more about the silver knights, not attacking them."

"Aw. But aren't they the bad guys while we're the good guys to beat the crap out of them?"

"We still don't even know who they really are and why they're making deals with Forever Knights. It's best we need to learn more about these guys."

"You worry too much, Gwen!"

"You're so immature and random!"

Cooper shushed at his teammates, "Shush! Guys, company!"

Turning to Cooper's looking direction, Gwen and Lucy spotted a group of silver knights coming out from the museum. Among them, they were bringing Max Tennyson as their captive. This surprise and shock Gwen and Cooper.

"Grandpa, no!" Gwen said in shock and concern.

Cooper hissed, "That's not good! We need a plan now! We've gotta help and save Ben now before it's too late!"

"Yeah. And we need to think fast, without hurting Grandpa. Any idea, Lucy?" Gwen asked. No answers. She turned to her cousin but found her missing. She gasped, "Lucy?! Where is she?!"

Cooper groaned, "Oh no!"

Gwen looked at Cooper, who pointed at the front. Looking at her friend's direction, she gasped in shock and concern, She found Lucy was sliding down the hill while transformed into a large Sludgepuppy. She was heading and charging straight the army of silver Forever Knights.

"Lucy, don't!" Gwen called.

Cooper hissed, "Lucy, come back!"

Heard of the noise, Connor turned and found Sludgepuppy and two children coming towards them. He gasped as he armed with his heavy and strong canon gun.

"Sludgepuppy Incoming!" Connor exclaimed firmly, "All knights, prepare for battle! Sir Cyrus! Sir Monty! Take the king to safety now!"

Cyrus and Morton were about to help and move their Forever King to safety, but instead he remained firm and still while looking at his enemies. Lucy charged and defeated most of Forever Knights out. She now battled with Connor, who dodged and avoided her attacks while firing back at her at the same time. Gwen and Cooper were sliding down the hill.

Lucy struggled in trying to punch and knock down Connor, who kept on dodging and avoiding the punches for the first five times. As she gave a punch while he rolled to her back, he fired his gun at her back for few times. She screeched in anger and pain as she tried to grab him but missed while he continued shooting and firing at her. Managing caught his leg, she thrown him to the ground as she launched a powerful punch on his face twice before giving him a hard slap by her tail.

Lucy smirked as she charged and readied to punch at Connor, who struggled and recovered while getting up from the ground.

"Connor, move now!"

Hearing his king's order, Connor moved to his right at once as Lucy just launched a punch. While missing him, she instead punch Max out to the ground hard. Gwen and Cooper spotted it as they were in shock.

"Grandpa! No!" Gwen shouted in shock and concern.

Lucy gasped, "Oh no! Not good!"

"You should have thought of a plan before executing them," Patrick said dryly and calmly. With a snap of his fingers, both Cyrus and Monty came and held Max up. He huffed, "You alienated scums enjoyed terrorizing and threatening us with your brute and terrified power. We will not be intimidated by the likes of you! If you wish Max Tennyson to be safe from harm, do not follow or challenge us. Understand?"

Lucy was stunned and shocked of what she has done. Nevertheless, Patrick gestured his men to move out at once. With Max inside their prison truck and Patrick inside his limo, his Silver Forever Knights climbed into their armored cars and tanks. They all headed off at once.

Gwen and Cooper came across with Lucy, who slowly transformed from her Sludegpuppy into her human form. She looked at her cousin, who is not angry while glaring at her.

"Lucy, what were you thinking?!" Gwen demanded in anger, "Do you have any idea what you have done?! You hurt and injured him! Our grandfather!?"

Lucy was stunned and pained, "I-I didn't mean to do that. I was just trying to help!"

"Your help was nothing but troubles!" Gwen exclaimed in anger, "Lucy, you make a big mess! You pull a prank on me! You damaged the properties. You don't take things serious! You treat it like a game! And the worse of all, you've ruin my day! I hope you're happy, you damn Sludgepuppy!"

Cooper hissed in shock while Lucy was stunned as she began to form some tears on her eyes.

"Don't you dare give me your stupid crocodile tears to me!" Gwen exclaimed in anger, "I know it's fake! What do you have to say?!"

Lucy sniffled tearfully and unhappily, "I... I'm really sorry... I didn't mean this. And to be honest, I've always thought you and Ben are the best cousin I ever had. But you're the biggest jerk and doofus I ever met!"

Gwen was stunned and shocked by the words her cousin has said. Lucy turned and ran off at once. Cooper called and pleaded her to come back. He turned and gave a glare at Gwen.

"Gwen, that was too far!" Cooper exclaimed in anger, "Shame on you!"

Gwen was stunned to speak, "I... I... I..."

"Look, I know she mess some things up, but she was trying to help especially this is her first time to fight with the bad guys. And besides, you and Ben did mess things up for the first time too but Max'd never took an anger on you all. Do you know why?"

"W-Why? Because we're his family and wants to be good with us."

"That, but also because he believed that you have potential. And that's why he encouraged you for first try than scolding, unless you're lazy to do it."

Thought of what Cooper has said, Gwen recalled her summer vacation especially being Lucky Girl and even learning and using magic to help her friends. Realizing her mistakes, Gwen hissed in shame as she kneed her legs down while sniffling tearfully. Cooper has his eyes glowed brightly as if he was trying to contact his friends.

"What have I done?" Gwen asked in shock. She hissed angrily, "How could I-?!"

Cooper sighed as he helped Gwen get up, "Right now. We need to help Max now. I can't contact Ben and others. I've got the feeling that they got caught too."

"What are we gonna do? We didn't put a tracker. And I can't track them yet."

"Maybe. But they left something behind."

While Gwen was confuse; Cooper pointed out at the tracks, which has tire marks on the ground. It shown the transports were heading to the north.

"So, what's next?" Cooper asked.

Gwen sighed, "Let's save my grandfather. After that, I'm gonna go and say sorry to Lucy for scolding her."

Gwen and Cooper headed off at once as they were running and following the tracks while hopefully they can catch up with them.

* * *

After running away from her friends, Lucy entered the forest as she arrived to the lake. She continued crying and sniffling in upset tone. She took a seat on the stone while looking at her reflection. She sighed in disappointment.

Lucy sniffled unhappily, "Gwen is such a pushy, stupid and bad cousin I ever met. Why is she jerk to me?!"

Reflection Lucy sighed, "Well, you kinda ruin her day especially hurting her grandfather."

"That was accident! I was trying to help. And besides, as Sludgepuppy, we'd never back down from letting anyone hurt our family or our kind. We won't let it go."

"That's the problem, Lucy. Gwen and others aren't Sludepuppies, they're humans. It's the reason why they have to plan and rescue him before fighting the bad guys. And you blew it."

"Well. When you put it that way, I kinda blew it up badly. I'm so stupid and selfish! I should have listened to Gwen and think before act."

"Maybe. And maybe not. You still can make it up. You have to help them now."

"I don't think Gwen wants me. She hates me."

Reflection Lucy groaned, "It doesn't matter now. What matters now that family needs help! No one especially a family gets left behind."

Surprised and shocked by her reflection, Lucy gave some thoughts before showing firm and determination while nodded firmly.

"You're right. I know what I must do. Luckily, I've got a scent on them."

* * *

Spending whole night of following the tracks, Gwen and Cooper arrived at old abandoned Cargo Station. They were hiding behind some crates while sneaking and approaching to the front. They both found the army of both Driscoll's and Patrick's approaching to the front while their soldiers moved and pushed Ben and his team to the bluish glowing box.

"Driscoll got Ben and others," Gwen said in concern. She also noticed Forever Knights pushed and moved her relatives and friends into box. She hummed, "Okay, what is that?"

Using his scanning mode again, Cooper analyzed the blue box thoroughly, "Well, that's no ordinary box. It's like an energy prison-like, but this one restraining and preventing anyone from using their powers and even Omnitrix to break free. And there's one way to help them, we need to find and destroy the control."

"That won't be easy because we have no idea of who has it."

"Yeah," Cooper nodded in agreement as his blue eyes glowed in scanning and listening of the area. And so far, he found nothing until he came across to the conversation between two groups, "Hmm. Something is going on over there. Should we find out more?"

Gwen nodded, "Yeah. And maybe you could find that knight whose holding the key."

Still hiding behind the crates, Cooper and Gwen approached to the front slowly. They all listened to the conversation between Patrick's and Driscoll's.

"So, you finally caught Ben 10," Patrick asked in amusement. He chuckled a bit, "Who knew you had it in you, Usurper?"

Driscoll scoffed, "You're the only one to talk. I was told Max Tennyson was your old friend. While to me, he's nothing but mere rookie. Did you know about this, Pretender?"

"I wasn't aware of it. Max and I departed after the high school. I went to university to become an archaeologist and to prove the existence of both myth and aliens. And to think someone prevented to know the truth was none other than my old friend."

"Yes. Plumbers enjoyed deceiving the world rather than sharing its true secrets to the world. That is their principles, after all."

"Funny, I could say the same thing to you. Collecting alien technology for your private collection and trying to take over the world! You swore an oath and principles when you joined the Forever Knights! But you abandoned them for your conquest and power!"

"No! I did it because these world has already infested with aliens and magical creatures. I did it to unite the world under my banner to defeat and destroy my enemies, while you and your pretenders hid behind the shadows."

Though angered and upset by Driscoll's words, Patrick would have lost his temper but chose not to as he decided to go back to subject.

"Tell me, Driscoll. Why do you negotiate with me? Because of your losses after two years of failures?" Patrick asked dryly.

Driscoll sighed in defeat, "As much as I hate to admit it, yes. Tennysons have ruined everything. I'm slowly losing my resources and my recruits because I was defeated by mere child!"

"As the old saying goes, 'don't judge the book's cover'. And I've studied everything I need to know about my enemies especially my old friend."

"Good for you. But did you study of Plumbers?"

"I thought you'd know everything since you're the former Plumber, Driscoll?"

"I was. However, things changed after Vilgax has been dealt with and ensure the peace between countries and galaxies secured; most of the Human Plumbers have retired while the Aliens were still active. If we were to become the true guardians of this world, we must eliminate a group that is foolish to believe in peace between humans and foreign creatures."

"So... You want to destroy the Plumbers?"

"Do you not wanted to?"

"And to be honest, yes. I want to make sure that Earth belongs to Humans, not aliens. After the discovery of the truth and aliens, I now know what I'm suppose to do."

"Good. Where do we start?"

"Simple. You know we're not alone, am I right?"

"Of course. The magician. Enoch!"

Armed with his laser sword-like, Enoch turned to the crates as he cut them to pieces. Gwen and Cooper yelped in shock and concern of being discovered.

"How?!" Cooper asked in shock and concern,

Enoch chuckled a bit, "We know you more than you know us, child especially you've been following us by tracks."

Connor armed and aimed his gun at both Cooper and Gwen, "You should have thought it through before you act."

Morton chuckled while armed with sword and shield, "Yeah. I'm gonna enjoy this." He tossed the blue credit card-like, "Too bad you're not getting this to help your friends."

 ** _BOOM!_** Everyone yelped in shock and surprise as they found more of Forever Knights' crates and transports got exploded. They were in surprise and shock.

"What have you done?!" Driscoll groaned as he turned and glared at Gwen and Cooper, "What have you done?!"

Patrick hissed, "How did you do this?! When did you plan this?!"

"They didn't, my lords," Morton said in amusement. Everyone looked at him, "I did."

"What?!" Everyone asked in shock.

"How could you, Sir Morton?!" Dr. Chadwick asked in shock.

Morton chuckled happily and amusingly. As everyone was confused and shocked, Gwen looked surprise yet relief as she knew about it.

"Psyche!" Gwen and Morton exclaimed.

Morton morphed into Lucy as she was holding the blue card. They even heard someone murmured. They then found the gagged Morton emerged from the crates. This surprised and shocked everyone.

"Sludgepuppy!" Enoch and Connor exclaimed in anger.

"How did you know?" Cooper asked Gwen.

Gwen smiled, "Easy. She's my cousin."

While holding the blue card, Lucy make funny faces to the Forever Knights, "You want the key? Come and get it, bucketheads!"

"Get her!" Patrick and Driscoll ordered angrily.

With the order has been given, Forever Knights charged and attacked Lucy, who transformed into a humanoid Lenopan. She charged as she punched and kicked them off one-by-one while running away from them. Gwen and Cooper joined in as well.

Using her magic offense, Gwen fired and knocked her enemies off while Cooper quickly activated all of transports and machinery in wrecking and knocking Forever Knights. They both were covering Lucy's back as they were headed straight the blue energy box.

"Lucy, you came back!" Gwen exclaimed in relief.

Lucy giggled, "Of course. We're family. And we stick together, no matter what!"

"We're gonna need a bigger gun to beat them. We need Ben's Way Big."

"Got it! Get the key to blue glowing box!"

"That's the plan!" Cooper agreed, "Here they come!"

Enoch, Connor and Cyrus were leading their knights to charge at Gwen and her friends. Lucy transformed into her true Lenopan Form as she charged and rammed through them hard while swinging her headbutt and punches. Three Forever Knight Commanders rolled over to the front as they began attacking the children.

Connor rolled over to the front as he quickly jumped and climbed on Lenopan's back. Reaching his destination, he began fired on her head. She screamed in pain as she shaken very hard while trying to grab him. He continued dodging the attacks while firing on her nonstop. His Forever Knights joined in attacking her. Rather than just using her true form, Lucy quickly shifted and morphed into her humanoid form. Connor dropped to the ground hard. The Lenopan Human Form engaged her enemies fiercely as she knocked them out.

Lucy readied herself to fight with Forever Knight. Instead of using his gun, Connor used both laser sword and armored shield. Both charged and attacked at each other fiercely and determinedly. As Lucy continued punching and kicking, Connor blocked the attacks while swinging his blade at her for few times. After few round of attacking, Forever Knight swung his sword by head while Lucy ducked and slide down through his bottom. First she kicked him off, next she kicked by his knee, then punched him by chest three times and finally gave him a hard headbutt.

Cooper screamed in fear as he dodged and ducked the attacks from Cyrus, who swung his sword in slashing and cutting down the boxes. While running away from Forever Knight, the mutant kid encountered more of Forever Knights from Driscoll's and Patrick's. He quickly used his electrical telekinesis in using both machinery and transports in knocking them off. However, Cyrus dodged and avoided them. Cornered to the block of crates, Cyrus armed and readied with his sword in ready to finish him off. And just before Forever Knight could do anything, Cooper ducked down at once as a crane swung and thrown its carrying line of crate at Cyrus to the ground hard.

Enoch and his remaining knights charged and battled with Gwen, who continued dodging while punching and kicking them off with her Karate Skills. As she was about to give Forever Knight commander a kick, he swung her off by his shield. He turned as he began swinging his sword on her, who quickly moved back as she can before kicked his mask off. Recovered while getting up, Gwen chanted as she fired her magical spell balls in blasting at him. He blocked it for the moment. And just before he could respond it, she quickly summoned her elastic beam in grabbing and throwing the shield aside.

Enoch charged and swung his sword at Gwen, who summoned her magical shield in blocked and deflecting while punching and kicking him off the moment. And just before he could do anything, she unleashed her full magical power beam in knocking him off.

Finished in defeating their enemies, Gwen and her friends regrouped while heading towards the blue prison. However, they were blocked by Patrick, Driscoll and their Forever Knights. Despite outnumbered, the children continued charging as Lucy transformed her humanoid to her true form. She rammed and knocked most of them off. However, she got shocked and electrocuted by the knights. Cooper and Gwen jumped over them. They were about to open the door but grabbed by Patrick and Driscoll.

"It's over now," Driscoll said dryly.

Patrick nodded, "Surrender now."

"Fat chance!" Gwen answered dryly.

And just before anyone could act, Gwen levitated and thrown the blue card straight to blue prison's panel. It opened and allowed Ben and his team out.

"I shall return you a favor!" Technorg roared.

Ben nodded as he activated his Omnitrix, "So am I! Bring it on!"

With a slam on his watch, Ben transformed into Wildmutt. The wild alien dog charged, rammed and knocked most of Forever Knights out. Technorg joined them as well by swinging and wrecking them off, with his mace. Activated his Mechamorph Suit, Jonesy joined and engaged with the enemies. Gwen, Cooper and Lucy got freed as they engaged and fought against the enemies. Max came and have a confrontation with both Driscoll and Patrick.

"Patrick, it doesn't have to be this way," Max pleaded.

"Believe me, I wouldn't want to do this too. With Driscoll's in my organization, I'll be unstoppable," Patrick said firmly, "The alien are not welcome!"

"Yes, they're not welcome here. However," Driscoll nodded in agreement. The Forever King quickly swiped his kick on Patrick's, making him to fall down hard. He continued while aimed his sword at Patrick's neck, "I'd never say I join you. I only agree for alliance, in-return of resources and supplies. But no doubt, you planned to kill me, pretender!"

Patrick huffed, "I'm not surprise, usurper! I will defeat you both! The Earth will be defended!"

Patrick deflected Driscoll's off before swinging his sword at both the usurper and former friend. They both dodged the attacks. Patrick and Driscoll charged as they began dueling and battling with each other fiercely and determinedly while Max tried to stop them with both pistol and powered gloves. Three of them fought and battled against each other fiercely and swiftly for few times.

Ben and his team engaging with Driscoll's and Patrick's Forever Knights. However, there were too many of them to handle especially Patrick and Driscoll dueling with each other.

Technorg groaned, "We need to end this!"

"Yeah. Ben, go Way Big!" Gwen exclaimed. Wildmutt growled while shrugged in confusion. She groaned in annoyance, "Hello! Slam the watch!"

Wildmutt make a 'oh' noise. He slammed on his Omnitrix Symbol of left shoulder pad. Wildmutt transformed into a giant alien - Way Big. This shocked and surprised the Forever Knights.

"What the devil?!" Patrick asked in shock.

Driscoll gasped, "A To'kustar?! He has the gigantic alien creature?! Impossible!"

"Guys, get here now!" Gwen shouted. Max and her friends quickly gathered and held her. She summoned a powerful force-field dome shield-like, "This is gonna be a bumpy ride!"

"This ends now!" Way Big shouted.

Way Big gave powerful stomp on the ground hard. This gave a powerful quake and wave in blowing both his friends and Forever Knights off. Fortunately, Gwen and her friends were safe due to her magical shield power while Forever Knights were knocked out. Both Driscoll and Patrick recovered while rubbing their heads gently and firmly. The gigantic alien kneed down and gave a glare at them both.

"You'd better listen well, knights," Way Big shouted in anger, "I don't care if you're fighting with us or each other but leave Bellwood and our family alone. But if you do, swear to me that I would never use this alien on you and your fortress. Understand?!"

Frightened and shocked by his appearance, both Driscoll and Patrick nodded in agreement. Their kings gave the word to their knights to return to their fortress at once. This left both Patrick and Driscoll to go.

Driscoll gave the glare to the Tennysons especially Ben, who returned to normal from being Way Big. He groaned, "This isn't over."

Patrick sighed as he gave the glare at Max, "If only I would have make you come with me, then you would have been make a fine Forever Knight."

"No. You would have make a better Plumber," Max said firmly. He sighed, "And I regretted for not coming to you, old friend. I'm sorry for keeping everything from you."

"There are things and decision we've regretted because of our desire and ambition. But now we're no longer friends, but enemies. Should our path ever crossed, only one must survive."

"I hope we don't come across of that."

"Neither do I. But if it does, we both know what must be done. Goodbye, Maximilian..."

"Goodbye too, old friend..."

Both Patrick and Driscoll turned away from Tennysons as they began walked away now. And at the same time, Max sighed in shame as he looked away.

"Grandpa? Are you alright? Who was he? What's going on?" Ben asked in concern.

Max sighed, "A friend. Someone I should have get him to be Plumber. And now he's our enemy..."

"Hey, it's okay, grandpa. Plus, you didn't know it. At least, you have us, some of good friends and plumbers than Phil."

"Yeah. Thanks, Ben for reminding me. But I'm fine."

"Happy to help, grandpa."

Gwen approached Lucy, "Lucy, I just want to say... I'm sorry for being mad and shouted at you. I didn't mean it."

"No..." Lucy answered calmly while showing regrettable looks, "I'm sorry for ruining your day especially your room. I just forgot that you're human. As Lenopan, we don't mind making a mess on each other and even the rooms because we're made of mud. And plus, we don't always like thinking too."

"Yeah. I guess so. But I promised that I try to be nice."

"And I promise to ask before I do something stupid again."

"Wow... What just happen?" Jonesy asked in surprise.

Technorg shrugged, "I have no idea. I thought she hate Lenopan."

Cooper chuckled a bit, "They kinda change their ways after a fight."

"So, what are we gonna do next?" Lucy asked.

Gwen smiled, "You're gonna love this one. But we need to fix some problems."

"Leave that to me," Lucy said happily.

* * *

Thanks to Camille's funds that is rare and pure gold to Humans; Gwen and Lucy paid the damages the little Lenopan has inflicted on places and fashions. They're both at the spa. They're lying down on bed while covered with towels on body and heads especially greenish mask.

"Well, what do you know? The mud does have different taste," Lucy commented. She sighed, "This makes me real relax."

Gwen sighed, "Glad you like it, Lucy. So after this, what are you gonna do?"

"Hmm... How about a movie? Romeo and Juliet?"

"Yeah! I love that movie! So, do you have someone you liked?"

 _End..._

 _Review and Suggest..._

 **Casts:**  
Meagan Smith: Gwen Tennyson  
Alyson Stone: Lucy Mann  
Paul Eiding: Max Tennyson  
Michael York: Forever King Patrick Merlin

 **Minor Casts:**  
Tara Strong: Ben Tennyson, Sandra Tennyson  
Sean Marquette: Cooper Daniels  
Phil LaMarr: Jonesy  
Todd Haberkorn: Grey Matter  
Corey Burton: Mr. Baumann  
Travis Willingham: Technorg, Connor  
Richard Doyle: Forever King Driscoll, Enoch

 **Cameo:**  
George Newbern: Frank Tennyson  
Richard McGonagle: Four Arms  
Jim Ward: Wildvine  
Tim Curry: Dr. Joseph Chadwick  
Kevin Michael Richardson: Sir Morton  
Dee Bradley Baker: Wildmutt, Forever Knight  
Fred Tatesciore: Way Big


	5. Episode 5: Bill You In or Out

**Episode 5: Bill You In or Out**

Ben and his friends have gone to the schools like their usual weekdays. Both Cooper Daniels and Lucy Mann also joined in as the part-time students. As they arrived at the front lawn of the school, they were walking towards it while chatting and discussing with each other.

Ben yawned and moaned in annoyance, "So, tired... Where's my summer vacation? I need it!"

"Quite whining, Ben." Gwen said dryly. She sighed, "Honestly, you're such a spoiled brat, who wants to get everything he wants for himself."

Ben groaned in anger, "I am not spoiled brat like rich brats!" He cleared his throat, "Except Eddie, he's cool."

Gwen snapped angrily, "Sounds like one!"

As Ben and Gwen growled angrily while making their close-up glaring at each other, both Jonesy and Lucy came and pulled the Tennysons away while pleading them to stop fighting. Cooper sighed in annoyance of looking at the event.

"Seriously, do you two always fighting each other over a subject we discussed," Cooper asked dryly and annoyingly, "Honestly, that is getting annoying, you know."

Jonesy nodded in agreement, "Yeah. Don't you ever get tired of it? Coz I am."

"I don't know what's really going on," Lucy smiled gleefully, "But I do know that we should get along together, not fighting. After all, we're cousins."

Ben and Gwen groaned while glaring at each other, "Butt out, Lucy!"

Lucy groaned, "Guys, please don't make me use my other form to give you a timeout again."

Realizing Lucy's warning, Ben and Gwen sighed in defeat, "Fine. I'll try. But no promises."

"Honestly, I'd never understand why you get to keep the watch because of how selfish and spoiled you are," Gwen said dryly.

Ben groaned, "You're the one, who is spoiled, not me! You'd always get what you want!"

"Hey, don't you dare accuse me of that! I don't always get everything, doofus!"

"Yeah, right. Like I'm gonna believe in that, doofus."

"Don't test me again, Ben. I'm warning you."

"Try and make me, Gwen. Coz I'd like to see you try!"

Lucy made a clear throat as both Ben and Gwen turned and looked at her, who was looking annoyed and angry. They both yelped as they quickly gave a friendly smile. She then smiled happily.

"Shall we get to the class, we don't want to be late again," Lucy said happily.

With everyone nodded in agreement, they headed off to the school at once before bell rings. And at the same time, a white limo arrived at the area. As the door opened, a familiar figure emerged from it while looking at his grandfather.

"Here we are, Eddie," Donovan said proudly and calmly. He sighed, "Are you ready for this? Moving to a new place like this could be a bit scary."

"I am grandfather," Eddie smiled proudly, "And don't worry, I've got friends."

Donovan chuckled a bit, "Of course, you have. Like grandfather, like grandson. Always have your friends' back."

"Yeah. But are you and father gonna be alright?"

"Now, don't you worry about me and your father. We'll get through it. Everything'll be fine. I promised."

Eddie smiled and nodded, "Okay. See ya."

Donovan chuckled happily, "See you soon too, Eddie."

As Eddie headed off and entered the school, Donovan closed door and drove off now. But a black limo with 'B' insignia on the bonnet front arrived at the school.

A 12-years-old tanned boy dressed in red well-dressed suit with black shorts, pair of rich sneakers and a bow tie on his chest, emerging from the car while talking with his father - an adult with a monocle on his left eye worn red shirt with black suit, long pants, black shoes and a red scarf around him was sitting inside while looking at his son.

The Billions Boy received a large amount of money. He nodded, "Thank you, father. That's all I need for some stuffs to pay."

"Good boy," Mr. Billions nodded firmly and proudly, "And remember, you are the proud member of Billions Family in the world. Make sure everyone respect that or they will know he consequences they faced. Don't disappoint me, Billy."

Billy nodded firmly, "Yes, father."

"Now go. You're going to be late for class," Mr. Billions ordered firmly.

Billy turned and headed off to the school. Mr. Billions closed the door as his limo has headed off to his next destination.

* * *

In the classroom, the students were minding their own business. Gwen and Lucy were chatting happily about the fashions for her to try, which the Sludepuppy enjoyed it very much. Cooper was busy inventing a communicator, which hopefully cane be useful for the team. Jonesy was talking with Ben about having his own superhero power than using the Mechamorph Armor, which the young hero find it quite amusing and funny.

 ** _RING!_** The students quickly took the seats before their teacher Ms. Jenny entered the classroom.

"Good morning, class," Ms. Jenny greeted her students warmly as she took her seat, "And today, we're going to have three new students. And I want you all greet and treat them warmly to our classroom."

The students nodded and shouted calmly, "Yes, Ms. Jenny!"

Ms. Jenny turned to the classroom's entrance, "You three can come in now."

Everyone turned to the entrance. They saw Eddie, Billy Billions and a 12-years-old Japanese Girl worn a pinkish-whitish shirt skirt with a black hood, and she has a black hair with pigtail entering into classroom. All three of them were holding the bags.

Ben and Gwen were surprise yet happy that they get to see one of their friends during the summer vacation. They haven't seen Eddie for two years.

"Introduce yourself to the classroom," Ms Jenny instructed the students.

Eddie smiled, "Hello, everyone. My name is Edwin GrandSmith. But call me 'Eddie'. It's nice to meet you all here."

"You already know me. I shouldn't wasted my time to introduce," Billy said arrogantly and proudly. The students chatted and muttered in confusion as they have no idea of who he really is. This irritated and annoyed him a lot. He groaned and shouted in anger, "William Billions Jr! Call me 'Billy'!" Remember me?! Ring any bell about my family?! Do you know who I am now?!"

Everyone was still confuse of what Billy has said. They still have no idea of who he was or how important he is.

"Seriously?" Billy asked in annoyance and disappointment. Everyone shrugged. He sighed in defeat, "Unbelievable. I need to work on my intro."

"Mr. Billions, don't shout in the class," Ms. Jenny said sternly as she turned to the new student, "And now it's your turn."

The young girl nodded as she bowed humbly while speaking in Japanese, "私の名前は山本ジュリー。 お会いできて光栄です。私たちが友達になれることを願っています。"

Everyone looked surprise and shock of what they just heard. The new student was actually speaking in Japanese than English.

"Wow. What language is that?" Lucy asked in surprise and shock.

Gwen answered, "Japanese. I'd never though that we're gonna have a Japanese Student here."

Lucy squealed happily, "Awesome. You guys speaks in different languages. I'd always thought alien speaks in one language. So, I thought it's English."

"For Earth, it's more than 6,000 languages." Cooper added in. Lucy looked shock and surprise while looking at him. He chuckled and nodded uneasily, "It's true. I've checked from the internet."

"Yeah. That would be problem for us to learn all of them," Jonesy said in concern, "So, what did she said again?"

"Her name is Yamamoto Julie. I'm honoured to be able to meet you. I hope we can be friends." Ben answered calmly. His friends turned and looked at him in surprise. He shrugged, "What? I read Japanese Comic Books, watching their Anime and play their video games. Plus, I looked through the internet to translate the language. And trust me, it wasn't easy to understand and translate."

"Wow... Ben, you're awesome," Lucy remarked happily.

Gwen nodded surprisingly yet amusingly, "Yeah. But seriously, I didn't know you'd use your brain for this one."

Ben gave annoying looks and groans at Gwen, "Ha-ha, Gwen, very funny."

Ms. Jenny cleared her throat, "Okay, then. Take your seats. Eddie, please take you seat, next to Gwen Tennyson. Billy, sit in between Cooper Daniels and Jonesy McDuffie. And finally, Julie, is it? Take seat next to Ben Tennyson."

Three students nodded firmly and calmly as they headed off and took their seats as Ms. Jenny has instructed.

Eddie took his seat while smiling to both Gwen and Ben, "Been a while, hasn't it?"

"It sure is, Eddie," Gwen smiled, "Good to see you."

"Yeah. It's so awesome that you're here," Ben complimented happily. He turned and found Julie taking her seat, next to him. He was amazed and surprised by how cute and beautiful she is. He waved and greeted her, "ちょっと、そこ。 私の名前はテニーソンですベン。はじめまして。私たちは友達になることを願っていますか？"

Julie yelped in surprise as she blushed and looked away shyly. This surprised and confused Ben.

"Did I say something wrong?" Ben asked in concern.

Gwen smirked, "No. It's your stupid looks, dweeb."

"Very funny, Gwen," Ben remarked dryly.

Cooper and Jonesy turned and looked at Billy oddly. It annoyed and disgusted him a lot. And just before they could ask, he interrupted, "Yes. I'm the richest kid in the world. And I would be glad to pay you for anything you want."

"Uh... Actually, I was going to ask you - can I borrow your pencil," Jonesy asked awkwardly.

Cooper nodded awkwardly, "And I was going to ask you if you have a battery or unwanted electronic items."

"Seriously?!" Billy asked in annoyance. Both Cooper and Jonesy nodded in agreement. He shook his head, "Honestly. No respect to me at all. What does it take to make everyone realize of how great I am!"

"Okay, students. Class is in session," Ms. Jenny said calmly as she wrote down on the chalkboard showing '1500 divided by 25'. She turned to her students, "Since we're going into advanced level, you all will need to prepare. Can someone solve this problem?"

The students and even Ben groaned in upset and annoyance. Most of them hated it; though Gwen, Cooper and even Lucy and Billy find it interesting. Some smart students raised their hands in wanting to answer it.

Ms. Jenny turned and looked at specific student of hers, "Ben? Can you solve it?"

Ben yelped in concern, "Why me?!"

"Hey, what about me?! Don't I get to answer it?!" Billy demanded angrily, "I know it! Let me! I'm the smartest guy in the world!"

Ms. Jenny shook her head, "No, Billions. I want Mr. Tennyson to answer,"

Ben groaned in defeat, "Do I have to?"

Ms. Jenny nodded firmly. Ben sighed in defeat as he stood and approached to the chalkboard as he began writing down on the board.

Billy groaned in anger, "Why is it so hard for someone to get and choose me to give the answer, not these sore losers?!"

Gwen groaned in annoyance, "Geez. I thought Ben is annoying about getting what he wants."

Lucy giggled a bit, "He's kinda cute."

"Seriously?" Gwen asked in annoyance.

* * *

4 hours later, the school recess is on. Ben and his friends were having lunch at cafeteria. They even invited Eddie to join them in both group and lunch as well. They all chatted and laughed happily with each other especially involving one adventure that involved Bermuda Triangle.

"Wow, I can't believe that Bermuda Triangle are actually home of underwater aliens," Jonesy said in surprise, "But seriously, wow."

"Yeah. Thanks to us, Bermuda Triangle is no more issue to the world," Ben said proudly.

Gwen turned and looked at Eddie, "So, Eddie, when did you move here? I'm surprise that you decide to come here."

Eddie smiled, "Well, my grandfather and dad found a place to build a hotel. And guess where?"

"Ah! I thought I saw some workers building at the city last week," Lucy said happily, "Your family must have bought that place!"

"Yup," Eddie nodded, "And of course, since my dad is gonna start working here as the manager, I moved here to study." He turned and looked at both Ben and Gwen, "But what I didn't know is that you two lived here."

"Yeah. Guess we didn't bother to tell you because you'd busy with your stuffs," Gwen said meekly.

Ben nodded in agreement, "I can bet your grandfather and dad knew about my secrets too?"

Eddie nodded, "Yeah. They're cool and promised not to tell the world know about it."

"That's a relief," Ben said, "Grandpa Max hates press."

"So, why? Camera shy?"

"Nope. Peeking and exposing the secrets about Plumbers and Aliens out to the world. It kinda freak the folks out a lot."

"What about the tourists? What if they saw you and expose you to the world?"

"No worries."

Gwen nodded, "The Mayor and Plumbers have set the rules about taking pictures and videos of the Alien Heroes' identity or else they get confiscated of their devices."

"Wow... That's rough." Eddie commented.

"Well, this is Bellwood," Jonesy commented. Hearing some noise, he turned to the counter. He then found Billy complaining and shouting at the lunch lady, who remained quiet and firm as they refused to give him what he wants. He hissed, "Wow, what woke him on the wrong side of the bed?"

Eddie looked at the counter before sighed, "Should have known. Billy sure knows how to makes thing dramatic especially of not getting what he wants."

"You know him?" Gwen asked in surprise and shock.

Eddie sighed and nodded, "Yeah, I know him. That's Billy Billions - the real rotten spoiled brat. With lots of money in his pocket, he'll get what he wants no matter what or cost he has to pay. He doesn't even want to help people especially the poverty. His family are the worst for buying lands and even making people lose their jobs and companies for their business."

"Is that the reason why you didn't believe money solve anything?" Ben asked curiously.

"Yeah. That's one of the reason. I hate rich people don't help people." Eddie remarked dryly. H sighed in relief, "I'm glad my family isn't that kind. They did some charity."

Everyone nodded in understanding. Suddenly Jonesy heard some noise and shouts. He turned and found Cash and JT were teasing and bullying Julie at the far corner.

Jonesy yelped, "Uh oh! Bullies invading new student's property."

As everyone turned and found what Jonesy was referring to, Lucy groaned, "Why do bullies enjoyed bullying others? It's worse as other Lenopans..."

"Really? Why would they do that?" Cooper asked in surprise.

"My cousin Camille married with Joey. Lenopans have troubles in liking the Humans."

"Oh. Right, I forgot that part."

Seeing Cash taking and eating her apple while JT pulled her cutie pigtails out, Julie screamed and shouted in Japanese Language of pleading and begging them to stop. This angered and annoyed Ben a lot. He stood up and approached his targets. This surprised his gang.

"Oh no. Not again," Gwen said in annoyance.

"What?" Eddie asked in confusion and surprise.

Gwen rolled her eyes while looking at Ben walking towards them, "Trying to be hero again."

As the bullies continued bullying Julie, Ben cleared his throat upon arriving to the scene. Three of them turned and looked at him.

"Hey, why don't you leave her alone," Ben asked dryly.

Cash scoffed as he gave a glare at Ben, "Or yeah? Whatcha you're gonna do? Turn into an alien to knock us off?"

JT chuckled a bit, "Face it, Ben. You won't do it!"

"Trust me, you don't want to mess with me," Ben said firmly as he readied with his Omnitrix, "Dude, you don't want to mess with me! And I am serious too!"

Cash smirked, "Go on, make me. Do your worst."

 ** _BOOM!_** Everyone yelped in surprise and shock in the cafeteria, as the ground was shaking and quaking very hard. They all don't really like it.

 ** _CRACK!_** Everyone heard and spotted a small crack on the middle of the cafeteria. It began to tear itself a part and create a large hole. A shadowy creatures emerged out from the ground. It revealed himself - Dr. Animo riding his latest yet deadliest mutated animal - a giant blinded mole with large yet sharp beaver's tooth, spikes on its back and a large wrecking ball on its tail.

"Dr. Animo?!" Ben, Gwen and Cooper asked in shock.

Dr. Animo smirked in amusement, "That's right. The doctor's in the house! And I'm here for one specific reason as usual!"

"Not gonna happen!" Ben exclaimed firmly.

Ben activated his Omnitrix before slammed its core. He transformed into a Wildmutt. He growled and roared wildly. Gwen and her friends joined in as well. Gwen powered herself up with her magic. Lucy turned into a Lenopan Humanoid Form. Jonesy activated his Mechamorph Armor. This surprised Julie and even Billy of what they saw.

"何?!" Julie asked in shock.

"What the heck?!" Billy asked in shock and concern.

"So, you decide to use a wild but blind alien dog to fight with my mole?!" Dr Animo chuckled evilly while patted his pet gently, "Very well, I accept it. Come and face me!"

Gwen turned to her classmates and others, "Everyone, move! Hurry!"

The students nodded in understanding as they quickly moved at once. However, some of them were pushing and knocking each other off to get out. Nevertheless, Eddie and Cooper helped and guided them out. As soon as everyone was out, they turned and kept their eyes out for the event. Unknown to them, Julie and Billy stayed behind to watch it.

As Dr. Animo nudged his mutated animal, it screeched out loud before charged right at Wildmutt. Sensing his enemy charging at him, he dodged to his left before jumped on its back. But instead, the Vulpermancer got his claws poked and spiked by the mutated mole's spikes, causing the wild alien dog to drop down hard. Wildmutt whined angrily and upset in feeling the spikes.

The mutated mole turned to Wildmutt as it was ready to pounced on him. But instead, it got hammered and knocked off by both Lucy's makeshift of hammer and Gwen's holographic yet magical hammer-like. Jonesy charged in and punched on the animal for few times. However, the mutated mole swung its tail in knocking Jonesy off.

Lucy charged in as she continued punching and kicking the mutate mole for few times, but instead she got slapped, and the stomped to the ground for few times. Gwen came in as she summoned her magical shield in blocking and then pushing the monster back. Jonesy came and joined in as he pushed it off. But unfortunately for him, he's been pushed back.

 ** _SNARLED!_** Wildmutt joined in as he helped Jonesy in pushing the mutated mole back. Dr. Animo groaned in anger as he whacked his pet in pushing his enemy back. Both sides continued pushing on each other off.

Spotting his friends in danger, Cooper has his eyes glowed in blue as he activated the fire sprinkle on them all, making Dr Animo's mutated mole yelped and slipped on the wet floor. Gwen and Lucy launched their Magical Aura Ball and Slime Ball in knocking the mad doctor off his ride. Ben and Jonesy charged in as they punched and knocked the mutated monster out.

And just before Dr Animo could do anything, Cooper summoned large wires out from the ground. Lucy came and used the wires in tying him up.

Dr Animo screamed in anger, "No! No! Not again! I've lost?!"

Wildmutt returned to his normal mode, Ben smirked, "Dude, you seriously need some hobby."

Gwen nodded in agreement, "Yeah. It's getting old. And trust me, it's so boring too, Animo." She held the phone up, "I'm calling the police now."

As Gwen was making a call, the students came back to the scene. While approaching, they all gave an applauds and cheers to Ben and his team for saving their lives again especially Julie and Billy. Julie was shocked yet amazed and surprised by it. Billy was curious of the event especially the watch Ben has worn.

"素晴らしい！" Julie commented in surprise.

Ben blushed a bit, "Ah, thanks. I think."

"H-How did you all do that?" Billy asked in surprise and shock.

Ben smirked as he lifted and shown his watch to Billy, "All of us got some awesome powers. But I got some awesome cool aliens to become! Plus, we're all superheroes."

"Really?" Billy asked in amusement. Everyone especially Cash and JT nodded in agreement and annoyance about it. He smirked proudly, "Okay, then. I want to become a superhero!"

After hearing what he has said, everyone laughed at him. Billy was annoyed, "What?! I'm serious about it! I wanna become a superhero!" He turned and looked at Ben's watch, "And especially I want that!"

"Sorry, Willy. How about 'no'," Ben said dryly while covering his Omnitrix, "And the Omnitrix is not for sales either."

"No?! No?! How dare you?!" Billy demanded in anger while groaning, "Do you know who I am?! And it's Billy, not Willy!"

Lucy hummed thoughtfully, "Ah yeah. You're just a new student, who wants everyone's attentions to you. You have no idea of what being hero is all about especially how dangerous it can be. So, nothing's amazing about you."

"Why you?!" Billy exclaimed in anger, "I am Billy Billions! And what I want, I'd always get it, no matter how cheap and expensive they are! And I demand to become a superhero now! Make me one now, Benjamin Tennyson! I order you to do it. I don't take 'no' for answers!"

"You can't be serious," Eddie said dryly yet concern.

Ben narrowed his eyes angrily, "The answer is still no, Wiggly. Being superhero is no joke! I know it because I've been there, done that. And it's not a game either!"

"It's Billy! What about others?! Why do they get to become superheroes?!" Billy demanded in anger and annoyance.

"Because I trust them. And they're my friends," Ben answered firmly.

Gwen nodded firmly, "Some of us were chosen by items and others were born with powers. And of course, all of us know how to deal with bad guys and save the day. Being hero is no joke."

Jonesy nodded in agreement, "Yeah. Those two knows about it. Trust me. It's not fun."

"And we join the team because we know what we must do," Cooper said firmly and calmly, "We'd never do something foolishly."

"Plus, you can't buy powers either," Eddie said dryly.

Lucy nodded, "Trust us, we really mean it."

"Oh yeah?" Billy asked in amusement before tapped on Eddie's head, "Tell that to Captain Nemesis, Mr. Goody Two Shoes. Money can buy anything like how my dad is gonna buy vacant space."

"No way! That's my father and grandfather's rights, not yours, Billions!"

"Don't best on it, BrokenSmith. And trust me, I'll get what I want! I promised you for that!"

Ben and his friends were very uneasy and really doesn't like Billy Billions a lot especially his attitude. Eddie maybe right about him.

* * *

With the school has ended in late afternoon, everyone were returning to home from school. Dr. Animo has sent to prison again. Ben and his friends were on their way out from the school as well. And at the same time, they were chatting about the latest event especially Billy.

"I don't like how he talks to us," Cooper said dryly.

Jonesy nodded, "Yeah. I get everyone loved being hero. But for him, I don't think he wants to be hero because he loved helping people."

"That's a good point about him, McDuffie," Eddie said dryly, "He wants the attention and praises. You saw how he behaved from any class. He makes a fuss about everything of not doing it first."

"Maybe he wants to prove he can do it?" Lucy suggested, "I mean he could be smart and strong."

Eddie shook his head, "No. Billy is not really smart or strong. He just want to act like he's better than anyone."

"In fact, he isn't," Gwen remarked. She turned and looked at Ben, "But seriously, Ben, when did you get so serious and told him off about being hero?" She hummed thoughtfully, "Unless you don't like someone taking your spotlight."

Ben shook his head, "Not really, Gwen. I just don't like putting someone in danger." He turned and gave an annoying glare to others, "Which I could say the same thing to you three when I said 'no' before."

Jonesy groaned in annoyance, "Ah, come on, Ben! I saved your butt when that crazy insect almost took a meal out of you and even help you cleared Big T's name!"

Cooper nodded, "I helped you guys when blackout occurred and deal with Fisttrick."

"I saved you guys too and beat the Forever Knights," Lucy said happily before giggled, "And that was fun too especially I get to voice as Kevin Michael Richardson."

Gwen giggled a bit before smiled, "They do have the point. And plus, I agree with them and let them join the team."

Ben huffed, "Yeah, right. Grandpa Max doesn't like the idea of making kids to join the club especially when it comes to be heroes."

"But he doesn't mind of letting you to be one," Gwen countered it, "He could have stopped you or asked Azmuth to remove it. But he didn't."

Ben groaned in defeat, "I hate it when you're right."

As they exited the school, Ben and his friends spotted Cash and JT teasing Julie again by throwing and tossing the bag to each other. That annoyed them a lot especially Ben. He activated his Omnitrix. And just before they could stop him, he slammed it as he became XLR8.

XLR8 charged in while giving the bullies the wedgies before hanging them on the tree's branches. This attempt annoyed Cash and JT.

"Really? Again?!" Cash demanded in anger.

JT nodded, "That is so uncool, Tennyson!"

"Abandoning and bullying me is uncool," XLR8 said dryly. He turned to Julie while giving her the bag, "Hey, you okay?"

Julie nodded before bowed down in respect, "ありがとう、スーパーヒーロースピード。"

XLR8 smiled, "Not a problem." He looked at Julie and asked, "あなたのお父さんを待っている、ジュリー？"

Julie nodded, "はい。 しかし、私の父は忙しいです。 彼はおそらく彼の仕事のためにもう一度遅く来るだろう。" She sighed in upset, "待つことが嫌い。:

"かっこいいね。 私はあなたが希望を得るのを助けることができます。"

"でも-！"

"大丈夫。 いい友達が家に帰るのを手伝ってくれると父に伝えてください。 私はスーパーヒーローだと言わないでください。 私がこのようなときに人々はフリークアウトする。"

"はい。 私はあなたの秘密を安全に保ちます。"

XLR8 grabbed and held Julie up with his two hands. And just before his friends could ask, he headed off with holding her. He's sending her home.

"Wow. He must be good with the ladies." Eddie remarked in amusement.

"Julie seems okay." Gwen said calmly, "She's better than Kai, at least especially she's polite and nice too. She doesn't treat Ben so differently."

"Why would you say that?" Cooper asked curiously.

Lucy gasped, "Did Ben have a crush on someone else?!"

"Yeah. We met her once. And hopefully never see her again," Gwen remarked dryly.

"Why? Why are you so upset and angry about 'Kai'?" Jonesy asked in surprise.

Gwen groaned, "Kai told Ben that she doesn't like him but her werewolf alien and said that she 'could tame him and train him'. That tick me off."

"That is so uncool!" Everyone remarked dryly.

* * *

Following Julie's instruction, XLR8 arrived the destination as he dropped and put her down before the door. She turned and looked at him as she bowed down humbly.

"ありがとう、ベン。 私は感謝しています。" Julie thanked humbly.

XLR8 smiled, "大したことない。 喜んで助けてください。 結局、私たちは友達です。"

"友達ですか？ もしかして-？"

"はい。 私は、私のような会社、グウェンなどが必要だと思った。 どうですか？"

"それはいいですね。 ありがとう、ベン。 あなたは良い友達です。"

"喜んで助けてください。 また明日ね。"

"はい。 また近いうちにお会いしましょう。"

As Julie reached to her house's door, she turned and waved to XLR8, who waved back to her. She then entered it. He turned and headed back to his home.

"Wow. Never thought that I actually get a good impression from a girl. Way better than Kai, at least." XLR8 smiled, "So awesome! What could go wrong?"

* * *

In the late evening, Billy returns home as he headed straight to the living room. It was where his father was reading his documents and reports, which involved of dealing with buying a building for his business company. He then screamed in anger.

Mr. Billions groaned in anger as he turned and glared at Billy, "What is it, son? I'm busy!"

"Dad, my first day on the school is the worse! Everyone was mean to me! All I want to make friends, but they all ignored me and treat me like a loser! I hate it especially Ben and his friends! They'd make me sick!" Billy exclaimed in anger and upset.

Mr. Billions hummed, "I see. I heard about him. And I'm surprised that he didn't become famous and the whole world didn't know about it. Must be government's classified information."

Billy groaned, "But the point is that they were kind of superheroes or something! I wanna become one of them, but they told me off that I couldn't! They were so mean, spoiled and selfish brats! I wanna become a hero! I wanna! I wanna! I wanna! Dad, please help me! Help me get to become a superhero! I wanna to become now!"

"Alright!" Mr. Billions shouted in annoyance. This shocked and scared Billy off. He sighed, "Very well. I'll help you. It'll take some time."

Billy smiled, "Thank you, dad. I knew I can count on you! You're the best."

"Don't make me regret about this."

* * *

On the next day, Ben and his classmates were making and performing their own music and songs for the music competition for Friday.

Ben worked together with his friends including Julie and a 12-years-old baldy English Boy worn a black sleeveless shirt, short pants and a pair of shoes while wearing sunglasses and a hat. The English Boy was teaching them about how to perform and use the music instrument, which they were not good with it.

Ben hissed as he stroke hard on the guitar, "Aw man! I could have sworn that I'm good with this before! Why can't I get the right one, Chester?!"

"Take it easy, mate," Chester sighed, "Take it easy with the guitar. The guitar needs to feel connected with your soul. You don't strike it with power. You need the feel on it, mate."

Gwen looked oddly at Chester, "You do realize that it's just a music instrument, Shinodo?"

Chester shook his head, "Mate, never treat the music like an object. You need to feel the vibe like they have the soul."

"Cool..." Everyone especially Eddie commented in surprise.

Gwen groaned, "Seriously?"

"So, what song are we gonna do?" Lucy asked happily. She turned and looked at Julie, "And of course, we need to something easy for Anime Girl. We don't wanna make her a headache."

Cooper nodded, "She does have the point."

Julie smiled, "いいんだよ。 私はこれを持っている。"

Ben looked surprise while nodded awkwardly, "If you say so, Julie."

"Okay, then. Let's start with this song called 'Numb'," Chester suggested as he passed the music notes to his band mates, "Hope you like this one."

As everyone read the music notes, Eddie asked, "Okay, why is the music notes so dark?"

Chester sighed, "It tells the tale of tormented soul in struggling with the life and expectation from everyone especially her family. That's what makes this song good."

"Dude, that is so deep," Jonesy remarked in surprise.

 ** _THUD!_** Everyone yelped in surprise and shock as they turned to the entrance, where they saw Billy entered the scene especially his new clothes he's wearing. His was made of a crimson suit with 'B' insignia, futuristic shades-like, two black modern computer gauntlets-like and a jet booster.

"What the-?!" Jonesy yelped in shock and surprise.

Billy cleared his throat, "Say hello to your new hero in town - The Great Billy!"

Everyone was in shock yet confuse while Ben and his team were annoyed and irritated by both of Billy's ignorance of attitude and his superhero's identity.

"You've gotta be kidding me," Eddie remarked dryly.

Billy approached Ben and his friends while smiling proudly, "What do you think?" He chuckled a bit, "I'd told you that I'll become a superhero. And here I am."

"I don't think he really gets the point, at all," Cooper remarked dryly.

Jonesy nodded while looking at Billy's suit, "But you've gotta admit one thing. He got some killer suit. This really does makes him a superhero."

Lucy gave an annoying looks at Jonesy, "Seriously? Whose side are you on?"

"Thank you," Billy thanked Jonesy, "Mine is way better than anything yours."

Ben groaned, "What part of 'no', don't you get it, Wally?! This is not a game!"

Billy scoffed, "It's Billy. Plus, you're the one, who treated it like a game. It's gonna be piece of cake. But way better than you."

Ben groaned in anger as he was about to attack but stopped by Gwen, "Easy, Ben. Let me handle it." She turned and looked at Billy, "Billy, I don't think you understand a thing about why being superhero isn't-!"

 ** _BOOM!_** Everyone turned to the window as they found a smoke emerging from the city. They all gasped in shock and concern. Ben and his team turned to the music teacher.

"Excuse me, teacher! May we excuse?"

The teacher nodded in agreement. Ben and his team headed off at once including Eddie and Julie. Ben stopped them both.

"Sorry, you two stay here. Too dangerous. Leave this to the real expert." Ben said sternly.

Eddie and Julie looked disappointed and annoyed by it. Ben and his team headed to the school's entrance. Billy followed them as well. He found them outside of school's lawn. Ben activated his Omnitrix and turned into a Stinkfly.

"Don't you have another flying alien, Ben?" Gwen asked in disgust while covering her nose, "Using Stinkfly is bad idea."

Stinkfly hissed, "Hey! I don't make the rules, okay? You're getting in or not?" His four teammates climbed on his back, making him yelped in pain, "Maybe I should have turned into Four Arms or Upgrade to get there!"

Stinkfly flapped his wings hard as he was heading straight to the Bellwood City now. Billy spotted it as he was annoyed and angered by it.

"No way I'm going to miss it!" Billy exclaimed in anger, "Billy Billions is gonna show the world that he's the best hero of the world!"

Activating his jet booster, Billy flew off at once to prove his worthiness as a hero...

* * *

Flying through the Bellwood City, Ben's Team arrived at the area, where the smoke emerged from it. They even found a group of familiar bad guys especially they worn both condor-like masks and a winged jetpacks.

Stinkfly groaned, "Look who's here to rob bank?"

"The bird brains." Gwen remarked sarcastically, "The lowest gang of thugs to deal with."

"So, what's the plan?" Cooper asked curiously.

"Like always," Stinkyfly smirked proudly.

Stinkfly dived down as he shot couple of greenish slimy goo on the Condor Agents, sticking them to the ground.

Gwen and her team jumped down and engaged with their enemies. Gwen fired her Merchus Veridactus at three of the Condor Agents. Jonesy and Lucy punched and kicked them out. Cooper used electronic devices from the store in knocking the rest down. Stinkfly charged in while ramming and knocking them off before firing the sticky goo on the Condor Agents.

"That was fun and easy," Lucy commented.

Jonesy nodded, "Yeah. Nothing can go wrong again."

"Never fear! The Great Billy is here! I've come to save the day!" Billy shouted proudly as he came into the scene. He armed and readied his gauntlet blasters, "Time to blast you guys away!"

Stinkfly yelped, "Miley, don't!"

"Are you kidding me?! Miley is a girl's name!" Billy exclaimed in anger before firing the blasters off, "It's BILLY!"

Due to not knowing and aiming his targets, Billy randomly firing his blasters everywhere. This make almost everyone quickly ducked and dodged the attacks especially Ben and his team. Gwen protected Lucy and Cooper. Stinkfly and Jonesy dodged and avoided the blasts but they got hit. While the alien bug dropped to the ground, African-American got thrown straight to the electronic tower hard as he got shocked and electrocuted.

With Stinkfly and his team were defeated, the Condor Agents got out from the sticky goos while one of them fired EMP Blaster at Billy, in knocking him out. One of them tied him up while putting a bomb on him.

"Thanks, kid! We owe you!" Condor Agent remarked in amusement. He turned and looked at Ben and his friends got up except Jonesy, who was still knocked out. He smirked, "Come and get us if you want, brats! See ya!"

The Condor Agent quickly headed off and regrouped with his team as they all escaped the area now.

"No! They're getting away!" Lucy exclaimed in concern.

"Later! We've got the bomb to deactivate!" Stinkfly exclaimed in concern while looking at the bomb that Billy was tied to. He smirked, "Luckily, I know what alien I can use!" He gave a slap on his Omnitrix as he transformed into Upchuck, "Huh?! I need Grey Matter!"

"No!" Gwen disagreed. Everyone looked at her. She continued, "Upchuck can eat anything! This is perfect! Do it now!"

Upchuck launched his tongues out in taking the bomb and tapes out of Billy. He swallowed a whole of them into it. He made a big gulp to his stomach. Everyone remained firm yet nervous and worry while watching anything happening to him. For the moment, it exploded within his mouth. He gave a loud burp while smoke emerged from it. He smiled uneasily.

Gwen groaned, "On second thought, should have use Grey Matter."

"At least, we've won," Lucy cheered happily, "And we're alive!

Upchuck gasped, "Jonesy?! Is he-?!"

"He's alright," Cooper exclaimed as he deactivated the Mechamorph Armor and checked on Jonesy's neck. Feeling beating within his friend, he sighed, "If not for his armor, he would have been killed by now."

Jonesy groaned, "Wh-What happen? Did we win?"

"No. No thanks to him," Cooper said dryly while glaring at Billy, who scowled and has both of hands crossed. He groaned, "What is wrong with you?! You almost got everyone killed!"

Lucy nodded in agreement, "Yeah! I mean 'Great Billy'?! Seriously?! That's the dumbest name I ever heard! Are you trying to show off that you're better than anyone else?! Are you really that stupid or something?!"

"Lucy, easy!" Gwen stopped Lucy. She turned and looked at Billy, "Do you understand why we didn't want to add more members?" He remained silent and quiet. She sighed, "Look, being a superhero isn't a game especially saving lives and stopping bad guys."

Ben approached and gave a glare at Billy, "I won't say this again, Riley. The answer is 'no'. You're not going to be superhero! You're not welcome to my team or being a superhero! Understand?!" Billy didn't bother to answer back. He scoffed in anger, "Whatever! Better stop it now! I mean it! Or I'll tell your dad off about this! Come on, we'd better get back to school now."

As Ben headed off, his friends followed him from behind. Although they agreed with Ben's concern and denying Billy becoming, they felt he was very harsh and hard on the new transferred student.

"That was kinda harsh, you know," Lucy commented in concern.

Gwen nodded, "You'd never be like this before, Ben. Is there something bother you?"

"Nothing. I just don't like putting some kid tin danger especially becoming a superhero like us," Ben said firmly and seriously, "Unless he is serious and knows what's important, I'm not taking him in our team. And I'm serious."

"We know," Cooper nodded in agreement.

Jonesy groaned while rubbing his head, "I just hope he won't do it again."

As Ben and his friends walked away, Billy turned and gave a glare at them. He secretly yet darkly remarked in anger, "Tennyson!"

* * *

In the late evening, Mr. Billions was busy settling with latest reports about debating with his rival - GrandSmith in getting a building for his business. Billy returned home and told his father about furiously and angrily.

"Dad, my first day of being a superhero is awful! I just can't stand on Tennyson and his friends! They all mocked me, humiliated me and ruined me! It's unacceptable!" Billy exclaimed in anger. He groaned and glared at his father, "This is your fault. The superhero suit you gave me is useless and pathetic! Damn it! I would never ever get the chance to beat them up!"

"Oh, you will, Billy," Mr. Billions said dryly while narrowing his eyes, "And this time, we're gonna show the world that Billions never back down from getting what they wanted. Both Tennyson and GrandSmith will pay for their interference." He turned and looked at his son, "And don't worry, little William, you'll get a better battlesuit."

Hearing what his father has said, Billy smirked darkly and amusingly, "Dad, I really love you!"

* * *

On the next day, Ben and his team were practicing their music in the music room. They have one more day before Friday to perform their music. Chester acted as a lead singer, along with Gwen and Julie. Both Ben and Eddie played the guitars. Jonesy acted as a DJ Rapper. Cooper was playing a musical piano. Lucy acted as a drummer.

"Wow, we're getting better and better now," Ben commented in amazement, "Especially some music you've come up with than 'Numb'."

His friends complimented and commented of how great the music Chester has come up with. They were pleased and impressed by it.

Chester smiled, "Thanks, mate. Glad you like it." He sighed while looking at his music notes, "Can't wait to try one of them out for the event. It's gonna make a grand entrance."

"Speaking of 'grand entrance'," Lucy said in concern, "Shouldn't Billy make an entrance or something?"

Jonesy shrugged, "Beats me. I'm worry as you are. What do you think he's up to?"

"I don't know," Eddie said in concern, "I heard from my dad and grandfather that they're on debating with his dad over the building."

"No one has decided yet?" Ben asked in surprise. Eddie nodded. He hummed, "You know that I've got the feeling that this is where Billy comes in and wants revenge on us for humiliating him about not being superhero."

Gwen scoffed, "I think you watch too much of cartoons, Ben. But I believe that Billy is thinking of how stupid he is about being superhero."

 ** _BOOM!_** Ben and his friends yelped in surprise as they fell to the ground by a shock wave. They all groaned and moaned in pain as they slowly get up. They gasped upon encountering Billy wearing a dark red robotic armor-like with jet pack and a medieval helmet-like with blue shades.

"TENNYSON!" Billy exclaimed in anger, "I'm here for my revenge!"

Gwen gulped, "Okay. I stand correct for this one."

"ワオ。 あなたは正しい、ベン。 彼は復讐のために戻った。" Julie commented in shock and surprise, "あなたは霊的です。"

Ben chuckled uneasily, "Actually, I watched this from the cartoons."

Billy groaned in anger while glaring at Ben and his friends, "All I ever want is respect by becoming a superhero! But you and your friends humiliated me! And guess what?! If I can't be one, then no one is gonna be superheroes! I'll start with you, Ben Tennyson! Go away!"

As Billy powered up his suit's laser beam-like, everyone yelped in concern and worry. And just before anyone could do anything, he fired his powerful beam at them, knocking them off from the building's window. They all dropped to the school's park ground hard. But thanks to Gwen's shield, they're safe from the attacks.

Billy levitated and descended to the ground as he was readied to fight with his enemies. He smirked darkly and amusingly.

Hearing the noise, most of the students came out from the school by doors while a few watch it from the windows. They were all watching the fight between Ben's Team and Billy Billions. They wondered of who's gonna win and who's gonna lose.

"Did someone said that money can't buy superpowers?" Billy asked in amusement, "Because I prove everyone that I'm right."

Gwen groaned in anger, "I so have enough of you! I'm gonna kick your ass now!"

Gwen performed her powered up magic mode. She charged as she fired her 'Kemo Char' at Billy, whose armor has no effects by the attacks especially he can deflects them. Instead of using her magic, she charged in as she tried to punch and kick him off but missed it due to him dodging them. As she tried to kick him by head, he dodged down and grabbed hers. He began swinging her around him for few rounds. Billy thrown Gwen straight to the walls hard.

"Gwenny! No!" Lucy exclaimed in concern. She groaned as she transformed into a Lenopan Human Mode. She turned and glared at Billy, "Okay, Spoiled Brat! You asked for this!"

Lucy screamed as she charged at Billy, who arrogantly yet proudly leaned against the wall. As she closed to attack him, he activated and turned his flashlight in blinding her. He grabbed and thrown her to the water fountain. This weakened her muddy body to be wet and messy. She is defeated.

"Hey, you can't do that to the girls!" Cooper exclaimed in anger.

Jonesy nodded, "That is not very nice and polite, you know."

Jonesy activated his Mechamorph Armor while Cooper activated all of gadgets and machines. They both charged and engaged Billy, who blocked and deflected the attacks swiftly yet firmly and proudly. He even destroyed the machines to pieces.

Both Billy and Jonesy began punching at each other while blocking and dodging the attacks for few times. And just Jonesy was about to fire at Billy, who quickly hit him by kicking by left leg and then punched on his gut. Billy then punched on Jonesy's face hard to the ground. Billy turned and faced at Cooper, who quivered and shivered in fear and worry. And just before the mutant could do anything, the spoiled brat grabbed and thrown the armored African-American Boy right at him to the ground.

Billy chuckled, "Wow. That was too easy. I hadn't broke a sweat. And they told me you guys are the best heroes at Bellwood."

"No..." Ben said in shock and concern. He turned and gave a glare at Billy, "Billions..."

"That's enough, Billy!" Eddie shouted in anger, "This has gone too far!"

Billy scoffed, "Gone too far?! As if! I'm just warming up as a superhero!"

"Superhero?! Is this some kind of jokes?! Look at the damages you've cause! People could have get hurt like my friends you just did! All this to prove that you're a better superhero than others?!"

"Well, duh! And who cares about people? If they get in my way, it's their problems, not mine. After all, I'm rich, cool and best superhero in the world! Billions rule the day!"

"Wow. You Billions sure knows how to be jerk and selfish!"

"Like you're better than me?" Billy asked in amusement as he flipped Eddie off to both Chester and Julie to the ground hard. He turned and glanced at angry Ben, "You're next, Tennyson. I'm gonna let you off so easily."

Ben narrowed his angry eyes, "I am through playing with you, Lilly!"

"Not another girl's name! It's Billy!" Billy exclaimed in anger as he armed with his blasters, "You have insulted my name for the last time, Tennyson!"

Ben rebuffed, "And I'm done playing nice to you too! It's hero time!"

Billy fired his blaster at Ben, who dodged to left while the laser blasts hit the fence. The young hero activated and slammed on his watch as he transformed into Diamondhead.

Diamondhead gestured Billy to come and get him. This infuriated and annoyed the rich spoiled brat in firing the laser blasts at him. But instead of hitting him, the diamond alien blocked and deflected the attacks for few times.

"And you call yourself 'smart kid'?" Diamondhead said in amusement, "I'm a diamond alien. I reflect and deflect the beam especially right at your face!"

As the last beam was heading towards him, Diamondhead deflect the beam back in knocking Billy off to the ground from flying. Diamondhead shifted to Heatblast as he fired his Flamethrower at the rich spoiled brat, who activated his fire extinguisher at the attacks.

"You're kidding me?! Are you trying to burn me alive?!" Billy demanded in anger.

"Don't tell me that you can't handle the heat. And didn't you say 'money buy superpowers'?" Heatblast taunted before scoffed, "Unless you're lying again..."

Billy screamed in anger as he fired his fire extinguisher at Heatblast, who summoned terrakinesis and floated off. The Pyro Alien began firing his fireballs at the spoiled brat, who blocked and deflected them with his force-field shield. As Billy was distracted, Heatblast charged right at him. Before making impact at his enemy, he jumped off his flying rock before firing his Flamethrower at it

Seeing a fiery rock coming to him, Billy panicked in fear as he tried to extinguish the fire, with the fire extinguisher. But instead, he got knocked to the ground hard. While flying in midair, Heatblast transformed into Cannonbolt in his Rolling Mode. He slammed a dunk on the screaming and surprise Billy hard.

After that, Cannonbolt shifted into Grey Matter. He went through Billy's jetpack via a small hole. He witnessed a large area, filled with circuits and wires. He chuckled in amusement.

"I'm gonna enjoy this one," Grey Matter remarked in amusement, "Time to teach you a lesson the definition of 'smart'!"

Grey Matter began pulling the circuits, plugs and wires off from the jet pack, which slowly becoming both electrocuted and haywire. Sensing something wrong with his arsenal, Billy panicked in fear and worry.

The jetpack ignited and blasted off while pulling Billy along with it. They were both headed straight to the wall. Luckily, Grey Matter escaped the jetpack and unbuckled the belt around his enemy. Both of them dropped and rolled over to the ground hard. The jetpack flew straight to the wall before it exploded to the pieces.

 ** _BEEP!_** Grey Matter returned to his normal form - Ben. He stood up while giving a glare at upset and disappointed Billy. Everyone approached and gathered around of them both.

"W-Why?! Why won't you let me be a superhero?!" Billy asked angrily.

"Because you're a spoiled brat," Ben answered dryly and firmly while glaring at Billy, "Being a superhero isn't about getting what you want, having awesome gadgets, or becoming famous. It's about using your powers and tools to help and save people and world from danger especially beating and stopping bad guys."

Ben gave up-close glare at annoyed Billy, "And as my doofus cousin always said, 'you're such a dweeb', Billy!"

Billy groaned, "It's-!" He paused in surprise, "Wait a minute! You finally got my name right! It's about time, Tennyson!"

Ben rolled his eyes in annoyance, "Whatever, jerk. I'd let Principal White to deal a punishment with you."

Principal White approached and gave an angry glare at Billy, who looked worry and scared. The principal gave the document to him.

"Young man, you've done nothing but troubles especially the building you have damaged," Principal White snarled dryly, "From now on, you are expelled! And I'm calling your father now! I'd like to have a word with him about his responsibility!"

Billy yelped in concern, "No! Don't call my dad! I'll do anything! Please don't call him!"

Billy grabbed and held tight on the principal's left leg, this make the latter annoyed and angry. Nevertheless, Principal White continued walking away while muttered angrily. Some students laughed at the scene. Ben approached and regrouped with his friends, who gave compliments to him.

Billy turned and gave a glare at Ben, "I'll be back, Tennyson! And I'll get that watch! I promised! It's the last thing I'd do!"

Ben scoffed, "Whatever!"

"That was impressive of you especially telling that Billy off, Ben," Gwen remarked, "For someone in your age, you've matured well."

Ben scoffed a bit, "Yeah, thanks. Plus, that Billy really annoys me. Honestly, how selfish and jerk he is for wanting to be famous than helping people."

"Sounds familiar," Gwen rolled her eyes in amusement, "But either way, Grandpa and Uncle Carl would be proud of you!"

"Yeah," Ben smiled as he turned to Eddie, "So, what's gonna happen next to Billions?"

Eddie smirked, "Knowing what happen today, Mr. Billions is not gonna be happy and will be forced to move another place. After all, his son did humiliated and embarrassed his family's name especially get beaten by a normal kid."

Julie chuckled a bit, "That is funny." Everyone yelped in surprise and shock as they turned and looked at her. She looked confuse and surprise, "What?"

"You speak English?! You understand it?!" Everyone asked in shock.

Julie nodded bashfully, "Y-yes. Yes, I can."

"W-Why didn't you tell us?" Ben asked in shock and surprise, "I thought you speak Japanese."

Julie giggled, "Because you'd never ask. And I really like your Japanese Assent. They're very cute." She approached and whispered to Ben's ears, "I think your aliens are cool. I like Grey Matter and Heatblast. They're cute."

Ben blushed in surprise, "You'd think so?"

Julie nodded happily. And just before Ben could ask, she gave him a kiss by a cheek. Everyone was surprised and shocked of it. This made his face burnt and blushed in more reddish while his heart beating very fast and hard. He sighed happily and lovely.

"Wow..." Ben said in surprise yet happily while touching his cheek, where Julie landed a kiss. He squealed a bit, "I got a kiss from a girl."

Ben fainted and fell to the ground. This surprised everyone but Gwen.

Lucy gasped, "Ben's down! Ben's down!"

Jonesy laughed, "No, he's not. He's fainted after the kiss. This is his first time to get a kiss from a girl."

"Plus, she is better than Kai," Gwen commented amusingly.

Chester smiled, "This calls for celebration, everyone!"

Everyone laughed happily and amusingly while Ben was still lying down on the ground as his head was spinning with the images of Julie kissing his cheek while drooling happily. Unknown to anyone, a small electric static on Jonesy's hands. What could this mean?

* * *

At the area of unknown, someone and the boy were watching the school area, where Ben and his friends studying especially the fight with Billy occurred. They both glared at the scene. They really don't like it.

"Ben Tennyson has grown stronger and more powerful," Someone said darkly, "We must deal with him before it is too late."

The boy saluted, "What needs to be done, sir?"

"Assemble the Ravagers, Kevin Levin," The man said firmly and darkly, "It is time to deal with them. We've got a lot of work to do."

Kevin Levin smirked darkly, "Understood..."

* * *

 ** _Numb (Tribute to Chester Bennington)_**

 _Chester: I'm tired of being what you want me to be  
Feeling so faithless, lost under the surface  
Don't know what you're expecting of me  
Put under the pressure of walking in your shoes_

 _(Mikie: Caught in the undertow_  
 _Just caught in the undertow)_

 _Chester: Every step that I take is another mistake to you_

 _(Mike: Caught in the undertow_  
 _Just caught in the undertow)_

 _Chorus: I've become so numb, I can't feel you there_  
 _Become so tired, so much more aware_  
 _I'm becoming this, all I want to do_  
 _Is be more like me and be less like you_

 _Chester: Can't you see that you're smothering me?_  
 _Holding too tightly, afraid to lose control?_  
 _'Cause everything that you thought I would be_  
 _Has fallen apart right in front of you_

 _(Mike: Caught in the undertow_  
 _Just caught in the undertow)_

 _Chester: Every step that I take is another mistake to you_

 _(Mike: Caught in the undertow_  
 _Just caught in the undertow)_

 _Chester: And every second I waste is more than I can take_

 _Chorus: I've become so numb, I can't feel you there_  
 _Become so tired, so much more aware_  
 _I'm becoming this, all I want to do_  
 _Is be more like me and be less like you_

 _Chester: And I know, I may end up failing too_  
 _But I know, you were just like me_  
 _With someone disappointed in you_

 _Chorus: I've become so numb, I can't feel you there_  
 _Become so tired, so much more aware_  
 _I'm becoming this, all I want to do_  
 _Is be more like me and be less like you_

 _Chester: I've become so numb, I can't feel you there_

 _(Mike: I'm tired of being what you want me to be)_

 _Chester: I've become so numb, I can't feel you there_

 _(Mike: I'm tired of being what you want me to be)_

 _ _ **FOR CHESTER BENNINGTON! LONG LIVE, LINKIN PARK!**__

* * *

 _END..._

 _Review and Suggest..._

 **Main Casts:**  
Tara Strong: Ben Tennyson  
Sean Marquette: Cooper Daniels  
Phil LaMarr: Jonesy, Mr. Billions  
Meagan Smith: Gwen Tennyson  
Alyson Stone: Lucy Mann  
Kath Soucie: Eddie GrandSmith  
Gunnar Sizemore: Billy Billions  
 **  
Minor Casts:**  
Kelly Hu: Julie Yamamoto  
Dee Bradley Baker: Wildmutt, Stinkfly, Condor Agent, Cash  
Dave Witternberg: Upchuck  
Jim Ward: Diamondhead  
Steven Blum: Heatblast, Principal White  
Todd Haberkorn: Grey Matter, Chester Shinodo

 **Cameo:**  
Tom Kane: Donovan GrandSmith  
Jennifer Hale: Ms. Jenny  
Scott Menville: J.T.  
Dwight Schultz: Dr. Animo  
Charlie Adler: Kevin's Supervisor  
Greg Cipes: Kevin Levin

 **Author's Notes:**  
1\. This story is based on **_The Powerpuff Girls (1998) Episode - Stuck Up, Up and Away_**.

2\. The Condor Agents Ben and his team faced are the same people from **_Goodbye and Good Riddance_**.

3\. **_Chester Shinodo_** is based on C ** _hester Bennington and Mike Shinodo_**. This character and the song: **_Numb_** (One of my favorite songs but I don't own it) is the tribute and honor to the late **_Chester Bennington_**. **_May your legend lives on. Long live, Linkin Park._**


	6. Episode 6: Levin's Back (I)

**Epsidoe 6: Levin's Back (I)**

At Plumber's Headquarter of Mount Rushmore, the mysterious intruder was in the intelligence room as he was searching for something or someone. This mysterious black spandex suited ninja warrior worn the crimson gauntlets with scythes, armored boots, shoulder pads, a metallic samurai-like helmet and a blue diamond on the center, has a messy brown scarf around his neck. and his nose and mouth was covered by black cloth.

"You won't hide from me for long," The mysterious ninja said darkly as his eyes narrowed in anger while continued typing on keyboards, "When I find you, Destroyer will finish you off for what you had done to our gang."

 ** _BEEP!_** The mysterious ninja looked at the computer. He was surprised before smirked amusingly and proudly. He was looking at the screen of RV Profile that has the information and picture of Max Tennyson.

"Ah. There you are. You won't get away from us easily," The mysterious ninja remarked amusingly as he copied and downloaded the information into a hard drive, "To think the Plumbers left their headquarter unguarded after their retirement. How stupid they can really be?"

After the information has been downloaded, the ninja took the hard drive out. His eyes glowed in red. He disappeared from sights. He then appeared on the Abraham Lincoln's head statue. Touching his com-link on left side, he made contact with his client.

"This is Torrac. Mission Accomplished," Torrac stated firmly.

 _"Nice work, trooper. Get back home now,"_ The Man with Texan Accent said proudly, _"Tennyson's gonna pay for what he has done to us and our family."_

Torrac nodded, "Understood..."

As he ended his communication, Torrac teleported himself to his 'home' now. What plans he and his mysterious client have made for Tennysons especially Max Tennsyon?

* * *

In an unknown yet dark area where only spotlight was turned on, Kevin Levin was in his blackish spandex suit-like with armors, gauntlets, shoulder pads and knee pads but most of them has some patterns; standing on it. He was facing at the mysterious commander with his crimson eyes before him.

"Tell me, Agent Kevin. Is your Ravagers prepared?" Mysterious Commander asked firmly.

Kevin nodded firmly, "Yes sir. Awaiting for your order."

"Good. Be sure that you take care of Ben Tennyson permanently."

"Understood. Don't fail me. And more importantly, don't disappoint your father. He would be proud of you."

Kevin nodded firmly, "Yes, sir." He turned and looked at his four teammates, "Spiderstrike, Frozen, Dragoon and Bearkill. Ready for next mission?"

Kevin was looking at his four teammates, who were smiling proudly and confidently. Spiderstrike was a 12-years-old American worn metallic spider-like helmet with sharp razor-like mandible and golden-like bug eyes, the black suit with silver armor-like and four metallic spider legs-like. Frozen was a 13-years-old French Girl with blonde in braided style worn the black suit with armors, shoulder plates, frozen gauntlets-like, cyan transparent skirt-like and ice skating. Dragoon was a 15-years-old Korean boy worm a black ninja-suit with armors, gauntlets, knee pads and dragon-like helmet wielded a samurai sword. And finally Bearkill is a 14-years-old mutated giant bear-like worn the heavy armored black suit with mini-gun, shotgun, missile launcher, twin blasters and some grenades.

"You kidding me?" Spiderstrike asked amusingly. He scoffed, "I was so born ready!"

Frozen nodded, "Don't worry, Lieutenant Levin. We won't fail. I promise you that!"

Dragoon scoffed, "How can a mere boy like him could be dangerous and threat as you are, Levin? I sincerely doubt of it."

Bearkill laughed happily, "Yeah. He can't hurt the fly, ya know."

"This is serious, guys. And trust me, he's the guy you don't wanna mess with," Kevin said seriously and dryly before clenched his fist tightly, "I finally get my revenge on him after what he has done to me. I'd never forget what he did to me especially when I was thrown back to Null Void."

"Well, you were crazy and angry mutated monster, you know?" Spiderstrike joked. Kevin glared at him. He yelped, "Kidding! Just kidding! But seriously, how did you get back to normal?"

Dragoon nodded, "I agreed. Osmosians have some hard time to revert their powerful mutated form back to normal. Once you entered it, you can either control it or let it consume you forever as the Agma."

"Yeah. I was stuck in that monster's form once for nearly a year and half." Kevin sighed in defeat, "But I have a friend and a father I've always wanted to have, teach and helped me get control of my powers and become normal again. It's worth the effort..."

"I'm sorry, Kevin." Frozen apologized humbly.

Bearkill grumbled, "Can we go now? I wanna smack and blow things up!"

"We will, buddy. We will." Kevin said calmly and firmly. He turned and looked at the Commander, "Yes, we are ready."

Commander smirked gently, "Excellent. Prepare for the raid, as soon as Swift locates his location."

"Commander," The girl voice called. Commander turned to his back and looked at another figure. She continued, "We've found him.

Commander smirked widely, "Good. Kevin, it is time."

Kevin smirked darkly, "Sir, yes, sir. Operation: Payback is on."

* * *

 _(A Week Ago)_

Will Harangue drove the TV Crew Van, along with his film crew. They were driving through the black deserted wasteland-like with several rocks and mountains of scarred stones. Arriving before the large and giant mountains of rocks.

Harangue groaned in anger, "Come on! Hurry! We're not going to miss this one no matter what! This is my big break to show the world of what I've discovered! This is going to make my nation ratings up!"

Will Harangue started to climb up, followed by his film crew. They have been climbing up the mountain for hours. They finally reached to the top. They panted heavily as they were catching breathe. However, Harangue did not as he walked towards the edge, where he witnessed some thing surprising and shocking to him.

Will Harangue saw a large yet fierce dust storm covering the scene, thundering storm struck its lightning on the ground and the howling tornado blew very hard on him. He can hear sound of battle cry, screaming of agony and pain, clashing swords and blades at each other, and even blasting beams everywhere. Though it's hard form him to see, he barely saw two factions of robots were battling with each other especially US Military and Civilians were caught in the middle of it.

"I don't know what is it," Will Harangue said calmly yet proudly, "But this must be it! I found my discovery!" He turned to his film crew, "Come on!"

The cameraman set his camera in taping on Will Harangue, who held his microphone up. The microphone man held the mike above him. They all began recording him, though they struggled in standing still.

"Battle! Us and Unknown Enemy! This is Will Harangue, reporting live from this badlands!" Will Harangue shouted on his microphone while looking at the scene, "Hard to see what is going on. But there's definitely some kind of big fight between us and these 'mechanical' monsters or something. I don't know what's going on, but I know one thing - we're at war, people!"

Will Harangue turned and glared at the camera, "That's right, people. We're at a war! Bigger than us! Bigger than our countries! Bigger than meeting E.T.! Our world has been invaded! I repeat! We've been invaded!"

"Holy crap! Is that... A T-Rex?!" Cameraman asked in shock.

Microphone man gasped as he pointed at the sky, "Look! Up at the sky! Is that a dragon?!"

"T-Rex? What am I? A Caveman or knight?!" Will Harangue demanded in shock, "Get real, people! Those are just myths! There's no such thing called-!"

Cameraman screamed, "Incoming!"

Will Harangue turned to his back and gasped in shock. He spotted a giant mechanical Tyrannosaurus Rex fired his giant flames at a few more black-purple Troopers. A flying giant mechanical three-headed dragon got blasted by three strange metallic ships. It was roared in pain as it was heading straight to them.

"Oh shit!" Will Harangue said in shock.

Will Harangue and his film crew screamed in shock and fear. They ran off at once before the giant dragon slammed on the mountains, causing him and the rest fell off the cliff while landed on the sharped edge rock. They slide and surfed all the way down. They slammed right at the mountains of rocks. They all groaned and moaned in pain.

* * *

 _(Present)_

Glaring at the screens he has recorded from few weeks ago, Will Harangue groaned in disappointment. He turned and faced at the camera.

"Yeah, not best look I have," Will Harangue said in annoyance. He cleared his throat, "Either way, I prove correct as usual! We were at war with some mechanical monsters or aliens from another planet! My guess is that we've won! I don't know what that was or who we're dealing with. I even tried to question with Colonel Lennox, Agent Simmons and even Mr. Witwicky, but none of them gave straight answers. Want some prove?"

The screen changed into scene of various Superhero Aliens damaging and destroying the cities, transports and even national/memorial areas.

"Here's some prove!" Will Harangue exclaimed firmly, "These 'superhero aliens' did some good deeds? Check again, people! They damaged and destroyed cities, hometown and even endangered civilians especially important national, memorial and historical artifacts and areas. Still think them 'heroes'? I don't think so. Watch out for them and their army. They could be right at your doorstep..."

Ben and his friends were watching the TV News from the hospital's patient room. They were annoyed by it. They were visiting one of their friends due to her 'accidents'.

Lucy groaned in annoyance as she turned the TV off with her remote control, "Man. That guy really hate the aliens a lot."

Ben groaned in annoyance, "I don't want to know."

"But They're really heroes, by my book," Julie commented while looking and smiling at Ben "they saved a lot of people and beat the bad guys."

Ben smiled and blushed, "Thanks, Julie."

Gwen nodded firmly, "Normally, I usually like to criticize them for their mess, but I'm siding with the superhero aliens."

"First time to hear it," Jonesy remarked in amusement, "But seriously, what's with that guy?"

"No idea. But I rather not bother of it." A 12-years-old Indian Girl with reddish hair with two pigtails worn the patient clothes while her right hand is wrapped up with bandages. She was sitting on her patient bed. She sighed, "But glad you guys came. Nice to see you two, Ben and Gwen."

"Yeah. Glad to see you in one piece, Sari," Ben smiled as he patted Sari's head gently. He turned and looked at her bandaged hand. He continued, "Man, what did you do to your hand? As if playing baby tiger isn't enough for you to get hurt."

Sari groaned as she nudged Ben's shoulder by her left fist, "Hey! Back off, Tennyson. I didn't know that the tiger's mother was there."

"But seriously, what did you do?" Gwen asked in concern, "It must be very painful for you to handle. This is more than just accident."

Sari groaned, "I already told you before. I got hit by a crazy driver named 'Shane'. And trust me, he's nuts and dumb."

"Really?" Ben and his friends asked in uncertain.

Sari sighed, "Yes, it is."

"I can vouch for that." The calm and gentle Indian Assent voiced said. "She's telling you the truth. I was there."

Everyone turned to the door, where it was opened by an Indian man in his 40s with blackish spiky flame-like hairstyle worn the greenish lab coat, gloves and boots. He even brought the tray of his Indian Culture foods and drinks. He smiled.

Everyone greeted him happily, "Hey, dad/Professor Sumdac!"

"Hello, children," Professor Sumdac greeted as he approached them while putting the food tray on the patient table. He smiled, "Hungry, everyone?"

Ben and his friends chatted happily as they took some of Indian Foods and enjoyable eating them. Professor Sumdac smiled happily at the scene especially looking at his daughter's smile. Lucy and Jonesy commented that the food were too spicy for them to handle. They all thanked Professor Sumdac.

Professor Sumdac smiled, "You are all welcome. And I honored that you all came to see her."

"No biggie. She's our friend," Ben commented.

Gwen nodded, "Yeah. We haven't been on contact since the accident." Professor Sumdac and Sari looked uneasy and hissed in concern. She yelped, "Sorry. Shouldn't have said that."

"It's okay, Gwen. You didn't mean it. I'm just glad that I have some friends especially good ones to help me give my daughter an arm for her to use. After all, she is my previous," Professor Sumdac said calmly while patted giggling Sari. He hummed in concern, "By the way, where is your grandfather? I thought he would be here to visit her."

"Well, he wasn't," Lucy answered in disappointment.

Julie shrugged, "We're not sure why he dropped and left us here."

"Yeah. Grandpa said that he has an old friend to visit," Ben added in, "I wonder who he is."

"No idea. He got tons of them around the world," Jonesy remarked.

Gwen nodded, "And not to mention, Grandpa looked sad for some reason. Something must have happen to him today..."

* * *

Driving his Rustbucket RV, Max Tennyson has arrived at his destination - cemetery. He exited his RV. He then walked through the hallway of tombstones as he was looking for someone's. He arrived at the end of corner, where he found a tombstone said 'Devin Levin'. He sighed in shame before bowed down while looking at it.

"Hey there, partner," Max greeted calmly, "I haven't been here for a while, have I?"

Max continued stared at the tombstone while imagining of what his former partner has said to him - _'Yeah, it's been quite a while. So, how's your family? Hope everything's okay with your sons and grandchildren.'_

Max chuckled amusingly, "Yeah. They're alright. And guess what, Devin? Gwen and Ben gotten along well with each other since the day they've found Omnitrix and Anodite Magic."

Max was silent for the moment before looking sad and shameful, "Devin, I'm so sorry. I couldn't do anything for your son." He looked down, "Ben tried to reason him twice, but he won't listen. He chose power over the second chance. He absorbed too much of electrical energy and power. He became a monster. And I... I..." He took a deep breath before sighed in shame, "I've sent him to Null Void. It's the only place where he can't anyone now."

Max then looked at the tombstone, "I'm sorry, Devin. I really am."

"So, it is true," The woman's voice said dryly. Max was in shock and surprise as he stood up and turned to his back. He found a caucasian woman in her late 30s/early 40s. She has long, black hair and she wears purple jeans and a black, long-sleeved shirt. She was crying in upset while showing her angry looks, "He was right about you. You've ruined our family."

"Lara, I..." Max said in shame yet heartbroken, "I didn't mean it. It's the only way!"

"The only way?!" Lara demanded in anger. She shouted as she slammed her fists against Max's chest hard, "Devin, Harvey and I have trusted you! Three of us have looked up to you! You were the hero to us! I forgive you for not saving my husband. But you've thrown my only son away! How could you! How dare you?!"

Max sighed, "Lara, you know what happen if Osmosian absorbed too much of power and energy. He's already gone before!"

"You could have told him the truth! You could have helped him! Then, none of this could have happened!"

"Lara. I can't. I really can't."

"Can't or wouldn't?" Lara demanded in anger. Max remained silent while looking away in shame. She huffed in anger, "Hector was right. You and the Plumbers don't care anything or anyone, just doing your job and even if it means sacrificing your children and friends."

Max was in shock of what Lara has said. He hissed, "That is not true, Lara."

"If it isn't, then my son would have been here," Lara said dryly, "Don't come back here again, Tennyson. You're not welcome here anymore. Goodbye..."

And just before Max could protest, Lara turned and walked away at once without looking back at him. He sighed in defeat while looking down on the ground. He even muttered 'Way to go, Tennyson' for the moment.

"Wow. You sure know how to tick the woman especially when it's my sister-in-law, Tennyson," The Texan Assent voice said dryly, "And I really hate someone like you destroyed my family's happiness."

Max turned to his left. He found a muscular Texan man with two horns and mustache in his late 40's worn a cowboy's hat, a black shades, a red scarf around his neck, a black T-Shirt with blackish skull in blazing fire symbol, a torn yet rough trench coat, blue jean and brown boots.

Max hissed in concern, "Hector Levin..."

Hector Levin groaned, "Tennyson. You've got some nerve of showing around at my town."

"I didn't come here to cause troubles. I came to pay respect to Devin."

"Yeah. Like I'm gonna believe in a word you've said. Everything you and your Plumbers did was nothing but lies but troubles. Just like what you did to my little brother!"

"I didn't want Devin to sacrifice his life for mine! But he did it! Not just for me, he saved the world! You should be proud of him and all the things he has done!"

"Oh, don't give me some shits about your fairy tales, old timer. You used him to save your own hides and let him died."

"Damn it! Why are you being so stubborn, Hector?! Why can't you appreciate what your brother has done for you and your family?!"

"Then, why are you so secretive and hide everything especially you've sent my nephew to hellish Null Void?!"

Max was stunned and shocked, "H-How?! How did you know about this?!"

"I have lots of friends in high places. They know what I want and they get it for me. And by the way; leaving your headquarters and bases unguarded, that was pretty stupid of you Plumbers. It's no wonder you guys give up easily," Hector said proudly and amusingly. Max looked in concern and uneasy. He continued dryly and darkly, "You Tennysons really ticked me off now."

Max hissed in concern, "W-What are you going to do next?!"

Hector scoffed, "What goes around, comes around, Tennyson."

Max gasped before snarled, "No! Leave my family out of this! They have nothing to do with it!"

"They do now especially your grandchildren," Hector said dryly and darkly while clenched his fists tightly and firmly, "Devin... Kwarrel... Quince... and now Kevin... You've destroyed my family for the last time. I'm gonna do the same thing to you."

Max snarled in anger, "Hector... You... You..."

Hector scoffed amusingly, "Are you gonna waste your time to kick my ass or save your little kids?" He smirked amusingly, "I don't care which one, as long as you get what you deserved."

As much as Max wanted to punch Hector so much, he chose of heading to RV at once. He has to save his grandchildren now. He got into Rustbucket and drove off at once. Hector Levin laughed amusingly and proudly.

"Let's see how far can you go to save them, Tennyson."

* * *

Ben and his friends exited as they said their farewells to Professor Sumdac and Sari Sumdac, who returned their farewells to them as well. They all chatted happily with each other about seeing Sari especially they're all away from Max Tennyson's foods. They were on the lobby now.

Gwen smiled, "It was nice to see Sari again. I just hope that she gets better with her hand."

"Yeah, me too," Ben nodded happily, "But seriously, knocked by a crazy driver? I have hard time to believe in it."

"Yeah. If Cooper or Eddie were here, then he could access Professor Sumdac's phone or laptop to find out of how it happen," Jonesy said amusingly. He sighed, "Too bad that Coop isn't here because of some science project he's working on. And Eddie said that he's looking after his sick grandpa."

Lucy giggled a bit, "Guess we'd never find out."

"Hey guys, I was thinking," Julie said in concern. Everyone turned and looked at her. She asked, "Do you think that reporter actually taped the scene of 'alien' battles? Were there mechanical aliens at the badlands?"

Ben shrugged, "I have no idea. Usually Grandpa is the first one to know about it."

Gwen nodded in agreement, "Yeah. He usually knows something especially mechanical aliens. But I guess he doesn't know about them. But why did you ask?"

Julie hummed in concern, "You know I can't help but get some funny feeling that Sumdac have something to do with it especially how Sari gets her accident."

Ben and his friends were surprised and shocked by her statement. Lucy was the first person to giggle happily and amusingly. Julie was annoyed by it.

"I'm serious!" Julie groaned.

Ben hissed, "Easy, Julie. We're not saying you were crazy or joking for fun. We also thinking of the same thing especially of how Sari got accidents."

"True," Gwen said in agreement, "But we can't make assumption without the proof or at least be there with her to know of what really happens too."

Julie sighed, "I guess you're right."

"So, what's next? Call your grandfather?" Jonesy asked.

"We're done with visiting our buddy, had our lunch, had some chats and playing board games," Ben counted of the events he and his friends have done. He nodded, "Yeah. We do."

Gwen sighed as she held her cellphone up, "Okay. Whatever Grandpa Max is doing with his problem, hopefully we didn't interrupt him or something."

And just before Gwen could call Max, her hand was grabbed by a mysterious brown hooded man. She and her friends yelped in surprise and shock by him.

"I'm afraid your grandfather has to wait, Tennyson. You're coming with me," Mysterious brown hooded man said darkly. Gwen slammed her fists against his chest for few times in letting her off. He snarled while glaring at her. He even tightened her hand tightly, making her yelped in pain. He threatened her, "That is not a request, Lucky Girl."

Gwen gasped in shock and surprise, along with her friends. Jonesy, Julie and Lucy called for help. The securities came to the scene as they were about to stop the mysterious brown hooded man, but instead he punched and knocked them out at ease. This shocked and scared the children off.

Seeing that guy was trouble, Ben quickly headed off to the closet at once. The mysterious hooded man noticed it while snarling dryly. He approached while holding a grip of Gwen tightly. Julie, Jonesy and Lucy were scared and worried as they have no idea of what they can do without attracting attention.

"Don't try to be a hero, kid. I know every move you make," The mysterious hooded man said dryly and darkly, "So, come out and-!"

 ** _BOOM!_** The mysterious hooded man got blasted by fireballs as he was thrown straight and fell on the rolls of seats to the ground. Everyone in the hospital screamed and cried in fear as they all panicked and ran away from the scene.

Heatblast emerged from the closet as he armed with his blazing firepower. Gwen readied with her magical spells. Lucy turned into her humanoid Sludgepuppy. Jonesy and Julie hid behind the counter since they have no powers.

Heatblast scoffed, "Don't know who you are, but mess with the wrong hero."

Seeing his hooded coat burnt and torn, he removed it and revealed himself - Torrac before the children. He narrowed his eyes in anger as he armed with his energizing scythes, surprising and shocking Heatblast and his team.

"You wanna know my name?" Torrac asked dryly, "My name is Torrac. And it is you, who mess with the wrong mechanical alien being, fool."

Heatblast scoffed, "I've fight lots of guys tougher than you are."

"Is that so?" Torrac asked amusingly, "I'm not impressed at all, little clown baby boy."

Heatblast groaned before screamed in anger as he armed with fire punches. He charged and engaged with Torrac, who dodged and avoided the attacks swiftly and quickly. And at the same time, he used his scythes in slashing and injuring Pyronite, who is slowly losing his fire powers and even trying to dodge the attacks as well. As Heatblast fired flamethrower power, Torrac dodged the attack and kicked him off to the walls hard.

Torrac turned and glared at both Gwen and Lucy. Gwen fired her magical blasts while Lucy charged and attacked him ahead. Unfortunately, he dodged and avoided the attacks from then the Sludgepuppy while blocking and deflecting the magical blasts from the magician for few times. After tiring his enemies down, Torrac landed a punch on Lucy's stomach before thrown her right at Gwen to the ground.

Despite being defeated; Heatblast, Gwen and Lucy charged in and continued engaging with Torrac, who dodged and blocked the attacks swiftly and quickly. Still armed with his scythes, he struck back at three children by draining their powers and injuring them. He then gave them a swipe kicks, knocking them off to the ground.

"Wow! How did he do that?!" Jonesy asked in surprise.

Julie hissed, "I don't know. I don't like it either."

"My Kamikaze Scythes is not only used for kills, but allows me to drain any aliens' powers especially damaging and injuring my foes' thickest and strongest armor of skin," Torrac said amusingly. He turned and glared at Jonesy and Julie. He armed with his Kamikaze Scythes in glowing purplish colors, "Would you like to see how great my aim is?"

Torrac fired his Kamikaze Scythes in the forms of purplish boomerang holograms-like at both Jonesy and Julie. Two of them yelped in concern as they quickly formed a shield gesture. However, Jonesy's hands static as it fired electrical energies in destroying Kamikaze Scythes and knocking Torrac off. Everyone was in shock and surprise.

"Wow! What did you do?" Julie asked in surprise.

"I don't know," Jonesy shrugged before feeling his hands static and electrical, "But I like being Static!"

Torrac groaned, "Electric. Damn it. I hate it!"

"Oh. You hate electric?" Heatblast asked amusingly. He slammed on his Omnitrix Symbol as he turned into the form of Feedback, "then I'll give you some feedback!"

And just before Torrac could respond, both Feedback and Jonesy fired their electrical energy blasts at him. He got blasted, shocked and electrocuted by the attacks for few times. Gwen and Lucy joined in as they took the electrical wires out and struck them on his back. Julie took her taser and helped her team as well.

Feedback and his team continued pouring the electrical energy source on their enemies, Torrac screamed in pain as he felt the electrical energy shocked and surged on his body.

Feedback smirked, "What's the matter? Can't take the feedback?" He laughed amusingly, "Too bad, so sad!"

"Enough!" Torrac snarled in anger. Feedback and his team ignored him. His eyes glowed in purple while he unsheathed his sword out. His sword glowed in dark purplish. He screamed in anger, "I said enough!"

Torrac slammed his sword to the ground, creating a powerful shockwave in knocking Feedback and his team out. While his friends were down, Feedback remained standing while in his fighting position. Torrac sheathed his sword while approaching his prey.

"One last time. Stand down," Torrac ordered firmly.

Feedback panted heavily while groaned in pain, "I could do this... Whole day..."

Torrac scoffed, "No, you don't."

And just before Feedback could fired his electrical power, Torrac charged in while slammed his punch on the Conductoid's guts. Feedback groaned in defeat as he fell to the ground hard. With the beeping sound, Feedback transformed back to Ben.

Torrac groaned as he dusted off on his shoulder off gently, "Took a while to take care of them." He scoffed while smiling amusingly, "I hate to admit it. I admire their determination to stop me especially their cunning and resourcefulness. I look forward for the fight again."  
 _  
"Torrac, you dimwitted ninja!"_ Hector exclaimed in anger through the com link, which annoyed Torrac. He continued, _"Are you done playing with the kids?! Max is coming your way now!"_

Torrac groaned in annoyance as he responded to the call, "Yes, boss. I've got them. On my way back. Better make sure that Portal be there! That joker nearly left me trapped in underground!"

Hector groaned, _"Yeah, yeah, whatever. Portal, you're up!"_

A swirling portal appeared before Torrac. The metallic alien ninja grabbed and sent the children into it, one-by-one. He even dropped the a strange metallic rounded device to the ground. He was about to enter, the portal disappeared at sights.

Torrac groaned, "Portal!"

 _"Whoops! Did I do that? My bad!"_ Portal's voice asked amusingly and laughed happily, annoyed Torrac a lot. He cleared his throat, _"Okay. I have my fun. Here's the portal!"_

As the portal appeared, Torrac groaned in annoyance, "I really hate that joker. Can't even get a good teleport mutant."

As Torrac entered the portal, it disappeared from sights. Rustbucket RV arrived at the scene.

Max came out of his RV as he looked around of surroundings while shouting and calling for his grandchildren and friends. However, he found nothing before dropped his knees to the ground. He hissed and sobbed tearfully as he cursed himself for not saving them in time.

Max noticed a device on the ground. He took and picked it up. He activated it. He found hologram form of Hector Levin.

 _"If you received my message, then that means I've got what I wanted,"_ Hector said amusingly. Max groaned and snarled in anger. He continued with a smirk, _"Want them back? Here's the address. I'm all ready for your fighting, Plumber Asshole!"_

As his hologram disappeared, it revealed the location of Hector Levin and the children. Max clenched on it tightly while gritted his teeth.

"You've gone too far, Hector," Max snarled in anger, "This is personal now!"

Unknown to Max, he was watched by Kevin Levin and his team. They saw and overheard the event. Ravagers were annoyed, disappointed and angered of it. They didn't get the chance to attack Ben and his friends.

"Bummer, man..." Spiderstrike remarked in disappointment.

Bearkill nodded, "Yeah. Looks like we didn't get a chance to fight."

"No," Kevin Levin said dryly and firmly, "We still get it. We follow the old man. He'll lead us to them and teach Torrac and his gang for messing up our mission."

Dragoon nodded, "Good plan, Levin. Good plan."

"So, are we going?" Frozen asked.

Seeing Max drove his RV off, Kevin smirked proudly as he took his Hoover Board out, "Yes, we are."

* * *

Ben and his friends groaned and moaned in pain as they slowly getting up after their fight with Torrac. As they stretched themselves out, they heard some chains wiggling noise. They looked down and found their hands and legs have been cuffed with some weird transparent and electrical cuffs They all groaned and moaned in shaking their imprisonment off.

"Don't bother, kids." The Texan Voice said calmly. The children looked up and found both Hector and Torrac stood before them. Hector smirked amusingly, "What you all have are actually Power Block Cuffs. They blocked your powers off for good."

Ben scoffed, "But not my watch."

Torrac laughed amusingly, "That includes your watch's power, fool."

Ben groaned in defeat, "Aw man." He shook his head while glaring at Torrac and Hector, "What do you want from us?!"

Hector smirked, "It's not you that I want, kids. It's your grandfather."

"What?! Why?! What does Grandpa Max have to do with all of this?!" Gwen demanded in anger.

"Guess he didn't tell you anything about the Levins. He's gonna pay for what he has done to me and my family," Hector said dryly and darkly while clenching his fists, "And trust me on this, kids. I'm not gonna stop till I get his blood! He killed my brother and nephew!"

Ben groaned in anger, "That's a lie! Grandpa Max would never hurt or kill anyone! He's a hero!"

"Unless your family are bunch of murderers," Gwen hissed in anger, "Grandpa Max has no choice but to stop you all!"

"Lies! All lies! Your grandfather always lies!" Hector snapped angrily at Ben and his friends. They all in shock and confuse. He panted heavily, "You're just the kids. You all understand the pain and hell that my family have been through. Today, Max Tennyson is gonna die by my hand."

"What should we do with them, sir?" Torrac asked firmly and dryly.

Hector huffed, "Keep any eye on them. Make sure they don't try to be funny. Max will be here. I need to make some preparation for his arrival."

"Yes, sir." Torrac nodded firmly.

"You won't get away with this!" Ben and Gwen shouted in anger.

Hector scoffed, "We'll see, brats. Hopefully, your gramps gonna gets his last breathe before he gets any chance to see you all alive."

As Hector walked away and exited the prison, Ben and Gwen screamed in anger while banging their cuffs against the bars. Their friends came and calmed them down from the anger. Torrac leaned against the pillar as he gave a dark glare at the children while his arms crossed firmly.

Annoyed by it, they decided to ignore the glare. The children have some chats and discussion about the latest problem.

"We have to get out of here, find and get Grandpa before that crazy cowboy gets!" Ben suggested firmly, "I don't know what's really going on. But Grandpa Max is not a liar." Everyone looked at him. He groaned in defeat, "Okay, maybe some of it, he kept it a secrets."

Gwen sighed, "Either way, Grandpa Max is not a murderer. Whatever happens in the past, something must have gone wrong badly."

"Well, whatever the case, we need to get out of here," Julie said firmly.

Lucy nodded while hissed at Torrac's glares, "Yeah, we'd better. I can't handle of that guy's glaring. He's freaking me out."

"Tell me about it," Jonesy nodded, "What is he? Is he like a ninja or something?"

"Who or whatever he is," Ben said firmly and dryly, "We need to get out of here now."

* * *

For an hour of following Hector's instruction to find and reach his destination, Rustbucket arrived at the largest yet dirtiest area - Zim's Junkyard. Parked on its entrance, Max marched out of his transport. He worn the latest white Plumber Space Suit. He even armed with Mark 12 Techadorian Multiblaster, blaster and Null Void Projector. He sighed firmly as he has to do it to save his grandchildren and others before it's too late.

Max then marched into his enemy's territory, where he was surrounded by couple of various yet mutated creatures and aliens. They all muttered and chanted his name darkly. He doesn't like their tones very much.

Upon reaching to the end, he encountered three mutants before him - a porcupine alien worn orange sleeveless shirt with blazing skull-like symbol and blue pants, a giant and muscular mutated rock-like creature worn black pants only and a giant mutated ant-like creature worn a lab coat. All of them were hissing and snarling at him.

Max groaned, "Argit Sr, Bronco and Antsy. Been a while?"

"Max Tennyson, long time no see," Argit Sr. said dryly, "You're gonna regret of everything you have done to our family."

Bronco nodded firmly before pointed his finger on Max's chest, "Devin may think you as a hero. But to us, you're the murderer! You killed both of our family members. We don't forgive you easily, Tennyson. I can promise you of that."

"Do whatever you want," Max said dryly and firmly, "Let my grandchildren and their friends off."

Antsy chuckled amusingly, "Sorry, Tennyson. When you want something or someone, you'd have to earn it by challenging with our best of the fighters in Hack Ravage Gang. That's the rule."

"Fine..." Max said dryly, "I'll get them out. I promised you for that."

Argit Sr chuckled as he snapped his fingers, "Good luck, old timer."

Bronco moved and opened the gate. Max marched into the arena, where a lot of mutants and aliens gathered cheered wildly and proudly like there was gonna a big fight. He then found Hector Levin, was standing before him. He took and removed both his hat and trench coat. He then took a cigar for the moment.

"I was wondering when you're gonna show up, Tennyson," Hector said amusingly, "Always run away like a chicken."

"Give them back now!" Max demanded in anger, "This is your last warning!"

"Last warning? Look who's talking, jerk! You took my family away! You didn't give them back to me! You left them died! You don't deserve to call yourself a 'hero'!"

"I'm sick of telling the same story to you again! I'll just have to beat you to pump!"

"Good. Coz I'm sick of lying you make up. Still up for it, old timer?"

"Don't mess with old timer, punk," Max said dryly, "I still got some moves."

Hector chuckled, "Bring it on, grandpa!"

As Hector touched a can of metal, his hand and body began to form a metallic armor-like within him. Max armed with two giant metallic knuckled fists. They both screamed in anger and determination as they charged and attacked at once. As they both clash; they both began punching and kicking on each others by face, chest, legs, hands and limbs fiercely and wildly.

The mutants and aliens cheered and cried wildly and proudly for Hector to win and defeat Max Tennyson. Argit Sr. and Bronco led Lara Levin to take a seat as they all watched the arena. She found Max was fighting with Hector.

"What is Max doing here?!" Lara demanded, "I thought Hector said he was fighting with someone stronger and powerful to fight."

Argit Sr. smiled, "He is, ma'am. He is. I don't know why Max was here. But you do wanna some paid back, do you?"

Antsy chuckled, "Yeah! Max deserve the punishment. So, enjoy the show."

As much as she wanted to know about Max's involvement, Lara remained silent and watched the event. But she can't help but wonder of why Max Tennyson was here since she make it clear that she doesn't want to see him again.

Unknown to them, Kevin and his team have arrived at the scene. They were hiding behind the large pile of trashed cars. They watched the event.

"Aw... This looks so much fun," Bearkill remarked amusingly, "Can we go into the fight now?"

Spiderstrike nodded, "Yeah. We found Tennyson. Let's deal with it."

"No," Kevin answered dryly. His team looked at him. He continued, "We're here for Ben only. Don't worry about the rest."

Frozen hummed in concern, "And if they interfere our mission?"

"What do you think?" Kevin asked dryly, "We take them down too if we wanna get Ben."

Dragoon nodded firmly, "Understood. When will we get the chance?"

"When he showed up..." Kevin said dryly and darkly, "Payback will be ours..."

* * *

At the dungeon, Torrac continued monitoring his prisoners, making sure that none of his prisoners tried to make a funny business with him. He really disliked it a lot. And so far, they haven't done anything funny yet. It was quiet and peaceful so far until Julie raised both of her hands up.

"What do you want?" Torrac demanded dryly.

"I need to go to bathroom," Lucy insisted innocently. Torrac huffed in annoyance. She hissed, "I mean it! I really need to go."

"No," Torrac answered firmly, "You're gonna have to do better than that, brat."

Lucy sighed, "Don't say I didn't warned you."

 ** _FART!_** Everyone yelped in surprise and disgust as they covered their noses at once. They even complained angrily and annoying at Lucy for that. Torrac was annoyed and angered by it. And nevertheless, she continued farting it out loud for few minutes. It's getting on his nerve as his face turned into red.

"Stop making that noise now!" Torrac ordered firmly and angrily.

Gwen groaned, "Just take my cousin to bathroom before she makes things worse."

Julie groaned in disgust, "I don't feel so good."

Torrac groaned in defeat, "I hate being soft to the kids."

As Torrac approached to the jail bar, he opened it out. And just before he could grab Lucy's hand, she and her friends grabbed and pulled him inside. As he fell to the ground hard, they began beating and punching on him hard and relentlessly. And at the same time, Julie searched for the keys around Torrac.

As Julie found it, she quickly moved away and opened Ben's cuffs at once. Ben twist and turned his Omnitrix's dial in search of the aliens to assist him. Gwen and her teammates did their best in beating and holding Torrac down as long as they can.

Torrac snarled, "Enough!"

Torrac unleashed a powerful shock wave in pushing the children off. He groaned in pain as he slowly getting up while muttered angrily about 'hating being soft to the kids'. And just before he could do anything, he could his face a punch to the ground, by Four Arms. Torrac groaned and moaned in defeat and pain.

Gwen and Julie quickly used and locked the Power Block Cuffs on Torrac's hands tightly. They and their friends quickly exited and locked the prison door at once. They all sighed in relief.

"Wow. That works every time." Lucy giggled happily. She yelped in realization, "Now I really need to go bathroom!"

Lucy headed off at once to the bathroom before closed it hard. Ben and his friends laughed uneasily. Though she is weird, she is funny and reliable cousin to count on. Four Arms turned and glared at unconsciousness Torrac.

"We appreciate that you care for the kids, Torrac," Four Arms said amusingly. He turned to his friends, "We'd better go and find our grandpa now."

Gwen nodded, "Yeah. No telling what Hector is going to do with him!"

"I think Grandpa Max can handle it," Jonesy said confidently, "I mean he was the Plumber."

"Maybe... But we don't know what this Hector can do," Four Arms said in concern and worry. He hummed, "He almost looks like Kevin."

Gwen groaned, "Yeah. And you don't think he has the same ability as Kevin?"

"I don't want to find out. But let's go now," Julie hissed in concern.

 ** _FLUSH!_** Lucy came out from the bathroom as she sighed in relief while smiling. Four Arms led his team out and find their grandfather before Hector finished him off.

* * *

Both Max and Hector continued punching and kicking at each other relentlessly and ferociously. The Osmosian punched Tennyson by head and then kicked his guts. But Max used headbutt on Hector before punched quickly and hard on chest for few times. Osmosian grabbed and thrown Tennyson off to the walls hard. Hector charged and rammed straight at Max, who quickly rolled over to the front while swiped a kick on the Osmosian in knocking on the walls hard.

Hector groaned in anger as he absorbed the wall's concrete. His metallic turned into concrete form while his hands shifted into giant knuckles. He turned and attacked Max. Knowing he has no strength to overcome, he dodged and avoided the Osmosian while tiring him down. After few rounds passed, Hector began exhausting, Max charged in and quickly gave some few punches and kicks in knocking him out.

Dug through the ground, Hector grabbed and absorbed the electrical wires' energies into him. Fueled with electrical powers, he turned and fired a powerful blast in knocking Max to the ground. The mutants and aliens cheered wildly and happily.

Lara watched the event. As she remained quiet of the scene especially when she's still angry with Max for lying and abandoning her husband's son, she couldn't help but wonder of why he came here. She knew Max didn't come here unless something Hector did to provoke him.

Hector approached and readied with his electrical powers, "Time to finish you off, Tennyson. You're gonna pay for everything you've done!"

Max groaned while looked up at Hector, "Levin... Don't... Devin..."

Hector snarled, "You dare mention his name?! Son of a bitch! I'll kill you, bastard!"

And just before Hector could give his final blow; Four Arms screamed as he jumped and gave a powerful slam on the ground, causing a powerful shock waves in knocking Osmosian off. Everyone gasped in shock of the latest event. His friends came and helped Max up. The old man looked surprise and relief as he hugged the children especially Four Arms.

Lara gasped in confusion, "What the?! What are the kids doing here?!"

"You pick a wrong fight, Hector," Four Arms snarled dryly.

The mutants and aliens screamed and shouted angrily at the interlopers, mostly referring to Ben and his friends; for ruining the show. Hector slowly getting up.

"So, a little kid and his friends escaped Torrac." Hector commented before laughed amusingly, "He hates being soft to kids. But now you're here to help your lying grandfather. How sweet and stupid of you, Benji. Really stupid."

"I don't know how you figure it out about me or why you hate my grandpa so much," Four Arms said dryly and angrily, "You're not gonna hurt him!"

Hector smirked, "Well then, let's dance, brat! Let's me show you why yo don't wanna mess with 'Hack'n'Slash Warrior'! I wanna know why my nephew got trouble with you!"

"Huh?! Nephew? Who is he?!" Four Arms demanded.

Hector scoffed, "Don't play dumb with me. You know him. Show me what you've got!"

Four Arms turned to Gwen and her friends, as he gave them a nod. They nodded as they quickly helped and moved Max to safety. Hector and Four Arms were preparing to fight.

Hector touched and absorbed both ground floor and even electrical wires. His body formed with brownish concrete form with electrical energy surging through his body. He smirked proudly as he readied to fight with Four Arms. Both of them charged and engaged with each other. They both punched at each other fiercely and determinedly.

While watching the event, Lara began thinking and piecing puzzles together to find out of what's really going especially why Max was here.

Unknown to anyone, Kevin's team spotted Ben arrived to the scene. Kevin smirked proudly as he finally has the chance to take his nemesis down. He turned to his team, who smiled eagerly. He nodded firmly. They all worn the black Plumber's Masks at once while armed with guns and laser swords. They're ready to attack their targets now.

"Let's end this," Kevin remarked amusingly.

Hector and Four Arms continued punching on each other fiercely and wildly for few rounds. At the final blow, they gave each other a hard punch. They got thrown off and slammed right at the cornered walls hard. Four Arms groaned as he hit his Omnitrix as he transformed into Stinkfly. He flew up and attacked Hector, with his sticky goo blasting while using sharp telson in attacking him.

Hector touched and absorbed the metal. His hands was formed into a large and stronger metallic fists. Blocking and deflecting the telson off for few times, he grabbed Stinkfly's tail before slammed the latter down hard. The Osmosian began slamming his fists on Stinkfly's head for few times. Stinkfly quickly shifted into BenMummy.

BenMummy got up and unleashed his bandages in wrapping and trapping Hector tightly. However, the Osmosian escaped from his imprisonment. BenMummy quickly transformed into BenWolf, who unleashed the sonic waves of howling at Hector.

Hector quickly dug a hole and got into the underground. He then drilling and charging at alienated wolf before jumped out of the hole and while giving an uppercut on him. Hector grabbed the tail while swinging him around for few rounds. As he thrown BenWolf off, the alienated wolf transformed into Cannonbolt.

Cannonbolt bounced off and slammed right on Hector body. However, Osmosian screamed in anger as he had his feet stand on the ground while holding tight on the rolling ball-like alien. Hector punched right at Cannonbolt hard in knocking the walls hard. Luckily, Cannonbolt transformed into XLR8 as the Kinceleron charged and attacked Osmosian for few rounds, in high speed. As Hector fell to the ground while panted heavily, XLR8 charged in and was about to finish his opponent off.

And just before XLR8 could beat him, Hector grabbed him by the neck while strangling him tight. XLR8 transformed into Diamondhead as diamond alien gave a headbutt on Osmosian Warrior. Both of them formed a sharp lance-like. They both charged and attacked relentlessly and fiercely against each other while dodging the attacks for few rounds. They then have a powerful clashes at each other hard, causing a powerful shock wave in knocking each other off.

As both Diamondhead and Hector landed their feet on the ground while glared at each other briefly, they both fell to the ground hard. Hector returned to his normal form while Diamondhead transformed back to Ben. They both groaned and moaned in pain. Their family and friends came to Ben and Hector aid while checking them up.

Ben groaned, "Man. That guy is tough and pain of the neck."

"I could have waned you," Max remarked in concern. He sighed, "Sorry for bringing you into this."

Gwen shook her head, "Grandpa, it's not your fault. You didn't know of this. And we don't want to pry into your past too much."

"I still should have told you about it," Max said in shame, "Then, you wouldn't get caught."

"It doesn't matter now. It's over," Ben said firmly.

"Not yet!" Hector snarled as he struggled in getting up while absorbing the metal in forming an armor, "I'm not done yet!"

Ben groaned, "Give it a rest! I'm not gonna fight you. I want my grandpa and go home!"

"No one's going home till he payed for what he has done," Hector snarled dryly, "My brother and nephew gone because to Tennysons! I'm kill you all!"

"Is that it?! Killing them for our family?! Is that why you kidnapped the kids to force Max to fight with you?!" Lara demanded in anger. Hector remained silent while glaring at her. She continued, "And you'd think Devin would approve of this?!"

"Devin's gone! Because of Tennyson!"

"Yes, Max couldn't save him. But killing him isn't gonna bring Devin and my son back, Hector. It only makes you worse!"

"What are you trying to say, Lara?! Just back off and say I'm okay with everything, Tennyson?!"

"No. Live..." Lara said firmly. Hector was shocked and surprised. She continued, "Live for them, Hector. Don't take revenge. It's not gonna make us better. It's making worse and having us more monsters. Devin wants you to be a hero, not taking revenge for him."

Hector thought carefully and patiently before turned and glared at Tennysons and their friends briefly. They remained firm and calm while glaring at him. After some hard thinking, the Osmosian Leader sighed in defeat while approaching his enemy. Hector glared at Max as he raised his hand up in front of his enemy.

"Believe me, Tennyson. I'm not happy for this especially when you're damn Plumber. It's for my brother," Hector snarled.

Max was surprised of it but nevertheless he did raised his hand up. Ben and his friends were surprised by his attempts.

"Grandpa? Are you sure?" Ben asked.

Max sighed, "Not really. But knowing my partner, he wouldn't want us to fight for nothing. I'm gonna honor him."

"Honor him?!" Gwen demanded in shock, "That guy kidnapped us and tried to kill you! Why would you honor him?! I just don't understand. He's the crazy nutcase bad guy! Why would you do this?!"

"Gwen. He's not bad guy. He's depressed and upset over his brother's death," Max said firmly, "And so am I. I don't wanna to ruin his family again. Enough is enough. Time to let go of everything."

Hector sighed, "Yeah. Tell me about it."

Gwen was confused yet curious of the event. She wondered of why Max is willing to forgive and accept Hector as a friend. It surprised and shocked but confusing her.

 ** _BOOM!_** The arena got exploded in large smokescreen. Everyone screamed while coughed heavily. Some of them escaped it while others remained due to smoke being inhaled and blinded them. As everyone was distracted, Kevin and his Ravager Team charged and engaged the enemies. They knocked anyone that gets in their way as they were charging at Ben.

And just before Ben could use the Omnitrix, Kevin jumped and slammed him to the ground hard. Both of them screamed as they began attacking at each other for few rounds. As Kevin slammed his fist on the ground but Ben dodged it while punched right on the mask off. Ben witnessed the face of his adversary.

Ben gasped, "Kevin?! You're alive?!"

"Hey, Ben," Kevin snarled, "Long time no see."

"How?! You were stuck inside the monster! How did you do it?!"

"I've got lots of tricks. And this one, I'm gonna use your Omnitrix!"

And just before Kevin could touch the Omnitrix, Ben kicked him off while snarled, "Fat chance, Kevin! Not gonna happen!"

Kevin smirked, "It's gonna. And I'm end you for a good reason!"

"Crazy revenge?!"

"Nope, saving the world from you."

And just before Ben could react, Kevin jumped and attacked Ben. Both of them punched and kicked at each other relentlessly and ferociously. Bearkill roared as he charged and rammed the mutants off especially charging at Bronco, who grunted and held him down with his strong stoned muscles. Using his agility and web-shooting, Spiderstrike engaged with Argit Sr. and Antsy, who fought him back with quills and mind-blowing powers.

Dragoon unsheathed his sword and attacking both Hector and Max, who dodged and avoided the attacks for few rounds. And just before he could finish them off, Torrac came in while blocked Dragoon's attack. The metallic ninja deflected the attack off before armed for battles.

"Took your sweet time!" Hector exclaimed amusingly.

Torrac sighed, "Took some meditation of getting out from cuffs! What I miss?"

"I had my fun with Tennyson before sister gets mad and lectured me," Hector said amusingly.

Max sighed, "We were about to shake hands for peace."

Torrac hummed, "Good. I'll take care of him. Save the others."

Max and Hector nodded and headed off to find others. Torrac engaged and battled with Dragoon in their sword fighting. Frozen fired her Icing Shards at Gwen and her friends, but only being deflected by her magical shield. Jonesy and Lucy helped Gwen by firing the electrical shocks and muddy shots at Frozen, who dodged and deflected them off with ice powers.

"Okay, what the heck is going on?! Who are they?!" Jonesy asked frantically, "This is getting freak out!"

Lucy nodded, "This is so much of a headache!"

"Can we go home now?" Julie asked.

Gwen hissed, "We will. We have to find Ben and Grandpa Max. We have to stop this!"

"We'll cover you and Julie," Lucy said confidently.

Jonesy yelped, "But I don't know what I can do with my static powers."

"We have to try now, Jonesy!" Lucy said firmly as she transformed into a humanoid Sludgepuppy, "Let's do it!"

Jonesy groaned, "I'm gonna die!"

Jonesy fired his static powers in shocking Frozen off before Lucy charged and slammed her hammer at the freezing mutant off. Both Gwen and Julie headed off to find Ben and Max.

Lara coughed heavily as she was trying to find a way out through the smokescreen. Upon hearing the screams, she followed it until she saw two boys were fighting. As she came close to visual, she stopped before gasped in shock.

Kevin slammed Ben to the ground while snickered as he held the walkie talkie out. He armed with Null Void Projector while aiming at Ben.

"Time to send you to hell, Tennyson!" Kevin snarled.

"Kevin?" Lara asked in shock. Kevin stopped as he turned to his back. He gasped in shock. She asked, "Is that you?"

"Mom?" Kevin asked in surprise.

"Huh? That's your mom?!" Ben asked in shock, "Then, that means you're the Levin?!"

"W-What are you doing here?!" Kevin asked in shock and concern. He hissed while glaring at Ben, "You know what? Doesn't matter! You don't care about me!"

Lara shook her head, "You're wrong, Kevin! I didn't kick you out of the house because of the accident. The electrical energy corrupted you to think that! I would never do that to you. I love you, son. I always do."

"Mom," Kevin was in shock and surprise as he thought carefully about the past, "I... I... I..."

Gwen and Julie came to the scene. They both gasped in shock, "Leave him alone!"

And just before Kevin could react, Gwen fired her magical powers in knocking and damaging Null Void Projector off. Instead of shutting the device, it gone haywire while firing a large portal, which dragged everyone to it. Ben, Kevin, Gwen, Julie and even Lara were very close to the portal.

Everyone shouted and screamed in fear as they all held to the ground tightly. As they were struggling tightly, Torrac armed his Kamikaze Scythes as he slowly and firmly approached the damaged Null Void Projector.

Ben was holding tight on Julie, who was trying to reach Gwen. But the Japanese girl got the magician girl in time. Lara shouted and pleaded to Kevin to give his hand. Kevin was in doubts and question if he could trust her or not. However, he was slipping off and about to fall into the portal. Luckily, Lara grabbed and held his hand tightly. It surprise Kevin.

"I'm not gonna lose you again, Kevin! I'm not losing my family" Lara said firmly, surprising Kevin even more. She shouted, "Hold on!"

After seeing how much his mother loved and cared for him, Kevin quickly grabbed and held Lara's hand tightly. Everyone was struggling of holding tight. Suddenly, a damaged car was thrown off from the pyramid of cars. It was heading towards the portal especially where Ben and his team are. Spotting it, both Gwen and Kevin did something unthinkable but the only way to save their family.

Gwen and Kevin let go of their family's hands, and at the same time, they both used both 'Mercuta Verditis' and shotgun blaster in destroying the car into debris and pieces. And just before they could react, car seat was thrown and knocked both of them into the portal. Ben, Julie and Lara gasped in shock while screaming for their names.

Torrac was near to the projector as he armed with his Kamikaze Scythes. Both Ben and Lara shouted to him to stop. Unfortunately, he didn't head as he slashed the device twice, causing the projector to explode. The portal closed down at once while everyone dropped to the ground hard. They groaned and moaned painfully as they were recovering from the attacks.

Ben and Lara got up as they approached to the landmark, where the portal was opened. They all couldn't believe of what they just saw. They began panted heavily before sobbing and crying tearfully and out loud. They've lost their beloved family member again.

Ben and Lara screamed in shock, "GWEN/KEVIN!"

* * *

In the Null Void Area, both Kevin and Gwen were unconsciousness and lying down on the giant meteor rocks, with debris of junks. And unfortunately for them, a group of Null Guardians were snarling and flying towards the preys. Could this be the end for Kevin and Gwen?

 _To be Continued..._

 _Review and Suggest..._

 **Main Casts:**  
Tara Strong: Ben Tennyson, Sari Sumdac  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson  
Greg Cipes: Kevin Levin  
James Horan: Hector Levin  
Cam Clarke: Torrac, Microphone Man

 **Minor Casts:**  
Phil LaMarr: Jonesy, Antsy, Cameraman  
Alyson Stone: Lucy Mann  
Kelly Hu: Julie Yamamoto  
Laura Haddock: Lara Levin  
Steven Blum: Heatblast  
Michael Rosenbaum: Feedback  
John DiMaggio: Will Harangue, Four Arms, Bronco,  
Dante Bosco: Dragoon  
Bill Fagerbakke: Bearkill  
Grey Griffon: Swift, Frozen  
Drake Bell: Spiderstrike

 **Cameo:**  
Tom Kenny: Professor Sumdac, Portal  
Charlie Adler: Kevin's Supervisor, Argit Sr.

 **Author's Notes:**  
1\. **_Torrac_** is the only OC belongs to one of my friends - **_DisneyBrony2012_**.

2\. **_Hector Levin_** is an OC based on **Wheeljack (Transformers Prime), Lockdown (Transformers), Ghost Rider (Marvel), Wild Bill (G.I. Joe)** and **Cowboys**.

3\. Minors: **_Spidesrtike_** is based on **_Ultimate Spider-Man (Marvel)_**. **_Dragoon_** is based on **_Zuko (Avatar: The Last Airbender) & Snake Eyes (G.I. Joe)_**. **_Frozen_** is based on **_Elsa (Disney) & Killer Frost (DC)_**. **_Bearkill_** is based on **_Big Bear (DC) & Broadway (Gargoyles)_**. **_Antsy_** is based on **_Baxter Stockman (TMNT)_**. **_Bronco_** is based on **_Stonebiter (TMNT) & Dwayne 'Rock' Johnson_**.

4\. **_Ben 10 & Transformers Prime Series_** shared the same universe, including my future plans for **_Transformers Prime IV: Guardian_** s.

5\. **_Sari Sumdac & Professor Sumdac_** is based on **_their main counterparts_** from **_Transformers Animated_**.


	7. Episode 7: Levin's Back (II)

**Episode 7: Levin's Back (II)**

At unknown location, the mysterious commander was sitting down on his drawer and seat while writing on his documents. Suddenly, someone opened the door and entered his chamber. He looked up and found his lieutenant Swift approaching him.

"What is it, Lieutenant? I am busy now," Mysterious Commander asked dryly.

Swift nodded, "Forgive me, sir. I bring news. Kevin Levin and his team failed the mission. And the worse is that he got trapped in Null Void."

"What is your point, lieutenant?"

"Should we rescue him and others?"

"No," Mysterious Commander answered dryly and darkly. This surprised Swift. He continued, "I give them a simple mission. And they failed, especially Kevin. I thought he could absorbed Omnitrix powers, so he can defeat and dispose of Ben Tennyson for good. I was wrong."

Swift hissed, "But still, sir. He and Dragoon are our best soldiers in our units. We cannot simply abandon them."

"Yes, I can. They are no concern of mine. If they were captured, then they must escaped by themselves." Mysterious Commander said dryly, "That is part of Rooters' regulation. Die or survive and escape the prison. You should have known that, Lieutenant. So, don't even bother to rescue them. If you do, Max knew what we're up to and will report to the Magistrata. Our operation will be ceased."

Swift was in shock yet angered but sighed, "As you wish. commander."

* * *

Trapped within the Null Void, both Gwen and Kevin were unconscious on the ground for nearly an hour. They both groaned and moaned in pain as they slowly opened their eyes while rubbing their heads and bruised arms. As they got up, they noticed each other before gasped and yelped in shock.

"You?!" Kevin and Gwen demanded in unison yet shock, "What are you doing here?! What am I doing here?! What are you doing here?!"

"You've got a lot of nerve showing around here, Kevin!" Gwen groaned in annoyance as she activated her magic powers, "I don't know how you got back to normal, but I won't go down easily. And I won't let you get near and kill Ben!"

Kevin whistled in amazement, "Wow. That's new. Last time I saw you, you were just hopeless little girl for complaining and whining like a brat."

"Complaining?! Whining?! A brat?! Why you?!" Gwen snarled in anger, "I'll have you know, jerk! I'm more than just hopeless little girl! Before I found out about my magic, I've been training and practicing on both gymnast and martial arts especially Jujutsu Skill! And believe me, Kevin. You don't wanna mess with me!"

"Ooh! I'm shaking on my boots," Kevin taunted amusingly, "Think again, Geeky Girl. I've been on street fighting, trying to survive and even got some military training by Rooters for two years. I won't go down easily."

"We'll see. And too bad for you, no electric or alien powers for you to absorb." Gwen taunted.

"Is that you think? Newsflash, princess, I've got something new for you," Kevin said proudly. He squatted down while placing his hand on the ground. Feeling the power flowing through his vein, his whole body turned into a solid humanoid rock, "I've got new power, instead of using electric or alien power. And best part is I don't easily get hurt."

"That's... New?" Gwen said in concern, "I didn't know Kevin could do that. Could he be..."

"Enough talk! Get ready to pound! You'd be easy to beat!"

"Lady's first. Or should I say, gentleman's first."

Kevin screamed and charged right at Gwen, who quickly and swiftly dodged and avoided his attacks for five rounds. As he thrust his punch on her face; she dodged down, grabbed and thrown him right to the edge. As he landed on the ground and slide straight to it, Osmosian quickly grabbed and held tight on the rock tightly. He recovered and got up while slammed his punch on the ground as it created an earthquake in shaking her off to fall down.

Kevin charged his target at once. Gwen groaned as she fired her **_Merchus Veridactus_** at him. He dodged them quickly and swiftly. As he landed his punch at her, she was prepared to grab him again. He dodged down while sliding and tripping her feet off. He punched her head hard. He then continued punching and attacking her nonstop, making her cough and spill blood out.

Angered by Kevin's punches, Gwen groaned as she fired full-powered **_Elota Objectia_** blasts on him off. This made him lost his rock solid forms while fell on the ground hard. He groaned in anger as he quickly grabbed and touched metal pole, making him formed a metal form. She continued firing her **_Merchus Veridactus_** at him, who blocked and deflected the blasts for few times. Using his metallic fist, he punched on her face very hard. She punched him back while firing her magical blast on him hard.

Both Kevin and Gwen screamed in anger and fierce as they continued punching and attacking fiercely and swiftly at each other for few times. Unknown to them, Null Guardians detected the noise from distance as the flying demonic aliens turned and flew towards it targets.

After some fighting, both Gwen and Kevin became very tired and exhausted especially when they're bruised and injured. They both spilled and coughed out some blood from their mouths. They both groaned in anger as they prepared their final attacks. She readied her glowing fists - **_Potestas Terra Condulus_** while he armed with his metallic fists. They screamed wildly as they charged and landed their final punches on each other hard.

Giving a powerful punches on each other, Gwen and Kevin yelped in pain as they fell to their back hard. They both then panted and wheezed heavily.

"Man... I didn't know you were strong..." Kevin grunted in pain.

Gwen panted, "Told you, not to mess with me, jerk. I'm tougher than you think." She wheezed heavily, "Looks like I win."

"You mean I won?" Kevin asked before he scoffed amusingly, "I beat much tougher guys than you are, princess."

Gwen groaned, "Whatever. And do me a favor. Stop calling me that. I hate it."

"What's up with that? You are one, you know," Kevin said amusingly. He looked up at the sky. He gasped in shock, "Aw man!"

"What?!"

"We've got company! Null Guardians Incoming!"

Gwen looked up. She yelped in concern and worry. She and Kevin watched Null Guardians are coming to them now. They're both worried and scared.

"Oh no! Not them!" Gwen exclaimed in concern.

Kevin hissed in anger and concern, "Run! Run now!"

Gwen and Kevin turned and make the run to the north at once from Null Guardians. The flying monsters using their tentacles in grabbing and capturing them while taking a bite on them. Luckily, the children avoided and dodged the attacks quickly while fighting them back. Kevin punched them through metallic punches while Gwen fired her **_Merchus Veridactus_** at them.

While they both continued escaping and fighting back the Null Guardians, one of them - a little one flew down and took a big bite on Gwen's left side of waist. She screamed in pain as she looked down and attacked the creature hard. Spotting his friend in danger, Kevin turned and helped her by punching it very hard. He then threw it at the rest of its family. Both of them continued running as fast as they can.

Both of them continued running to the north, Kevin and Gwen found an edge ahead of them. Gwen looked worry and scared while Kevin is confident and calm.

"We have to stop now! We have to find another way out!" Gwen insisted in concern, "There's no telling of what's ahead!"

Kevin scoffed as he quickly grabbed and held Gwen's hand tightly, "No time! We have to jump now!"

"But-!"

"Trust me! Jump now!"

Instead of arguing wit Kevin, Gwen has to follow him at once while allowing him to hold her hand. They both continued running straight to the edge while Null Guardians continued chasing after them. Arriving to its destination, they both jumped off and dived down at once. The creatures arrived its destination, they found nothing but flowing river. They all screeched in anger and upset as they flew off.

On the flowing river, both familiar characters emerged from it. They both coughed heavily while panted.

"Told you to trust me," Kevin smirked amusingly.

Gwen scoffed while smiled, "Yeah. You're right. Now, can you let go of my hand, please?"

Seeing his hand holding Gwen's hand, Kevin blushed while chuckled a bit, "Sorry."

"Where to next?" Gwen asked in concern. She looked up and found something shocking. She gasped, "Oh no..."

Knowing her looks, Kevin hissed, "Don't tell me. We're about to go over a huge waterfall?"

"Eeyup."

"Sharp rocks on bottom."

"No doubt." Gwen said in annoyance.

Kevin groaned, "Bring it on."

As expected, both Kevin and Gwen fell over a huge waterfall. They all dived into a large water, where it was covered in mist. Making a big splash on large lake, they vanished from sights. And question remains - do they survived or die?

* * *

After surviving and overcoming the surprise attacks by Kevin and his Ravagers, both Ben 10's team and Hack Ravage Gang were recovering and calming down from it especially arresting and tying Ravagers up. However, both Ben and Lara were looking down on the crisped marks. They were both in shock and despair while looking at it. They both couldn't believe in it.

Sensing distress in their relatives, both Max and Hector turned to approach and check on theirs. And hopefully, Ben and Lara were alright.

"Lara, what the heck is going on?" Hector asked firmly. Lara remained silent while crying. He hissed and groaned in concern and impatient, "Lara, tell me! I'm not really good at comfort!"

Max squatted down while holding his grandson's shoulder, "Ben. What happen?" He then looked around and found someone missing, "Where's Gwen?"

"She's gone, Grandpa," Ben answered in upset tone. This confuse and concerned Max. He then sobbed tearfully and angrily, "She's gone! She's in Null Void." He looked up and glared at Torrac, "This is all your fault!"

Torrac narrowed his eyes in both anger and annoyance while remained quiet. Ben screamed in anger as he charged and punched his fists on the robotic ninja's chest for few times. And at the same time, he sobbed tearfully and angrily while muttered angrily about him destroying the Null Void Projector when Gwen was about to enter it. The ninja grabbed and held the boy's hand before thrown him off. Ben continued crying tearfully.

Max was despaired and upset about losing Gwen in Null Void. Lucy, Julie and Jonesy felt the same too. They couldn't believe it as well.

"Not only her," Lara said in pain, "My son is in there too! Kevin's inside the Null Void!"

"WHAT?!" Hector demanded in shock and anger, "Kevin was here?! I thought he-!"

Lara interrupted and cried, "He was here! He and Tennyson got thrown in Null Void!" She turned and glared at Torrac, "Because of you."

Hector groaned, "Torrac..."

"I did what is necessary, Hector," Torrac explained sternly, "The Null Void would have trapped all of us in there. I will not put our clan at risk, even I must make a great sacrifice!"

"Sacrifice?!" Max demanded in anger, "You mean my granddaughter?! She could have been killed in there by now!"

Hector snarled, "He's right. Nephew is there too! And you'd expect me to be okay?"

"Then, go there and save them, Big Boss." Torrac said firmly and dryly. Everyone was surprised and confused by his claim. He continued, "We have two ways to get it done - Portal's power and..."

Max and Ben gasped in realization, "The Null Void Projector!"

Max turned and picked his Null Projector up while groaned, "I can't believe that I was so stupid! I had it all along!"

"Then, what are we waiting for?!" Ben asked impatiently, "We have to go now!"

"Yes. I'm going now! Ben, you and your friends stay here!"

"What?! But Grandpa-!"

"I may have let Gwen gone through it, but I won't risk yours to do it again. Null Void Projector has limited opening the portal. There is no telling how much time it has left for opening."

"That's why you should send me!" Ben insisted. Max was about to protest. He held his Omnitrix up, "Grandpa! I have the Omnitrix. I can go XLR8, Stinkfly or Garavattacks to find and get her out of here! It's the only way! And you know it."

Max hissed in concern. He then found Julie, Lucy and Jonesy stood by Ben's side while showing confident and firm faces. He knew their looks well. He knows that they won't back down until he submitted to their proposal.

Max sighed in defeat, "Alright. But you need some backup. There's no telling what kind of aliens you might be dealing with."

"Torrac and me will be going," Hector said firmly and confidently. Everyone turned and gave reluctant looks at him. He scoffed, "And I meant it. My nephew is in there. I'm going find and get him out. And you're not gonna stop me! Plus, we're tough enough to beat those wannabes! And so, you're not gonna stop me!"

Torrac nodded firmly, "Agreed. No matter the cost, we will bring them back home.

"And if the portal ever get close again, Portal will help and get us out," Hector said confidently as he held the small device out, "As long we have this."

Torrac groaned, "Hopefully, that joker take this serious. My teleportation has limits..."

"Fine!" Max accepted angrily and reluctantly, "But if you hurt any of my grandchildren, I will-!"

Hector interrupted, "If I wanted, I would have done so than doing rescue party, genius." He scoffed, "And you call yourself 'a hero' to my bro. You must be a joke."

"What?! Why?! How dare you?!_ Max groaned, "Whatever! Let's get this started now! Kevin and Gwen won't last longer in there. If they're lucky, hopefully Black Ops contact us by now for finding and getting them safe. I guess they're not aware."

"Black Ops? What?" Jonesy asked in confusion, "I didn't know Plumbers have Black Ops."

Lucy shrugged, "Don't look at me. I have no idea either, J. Not even my cousin knew about it too."

"Either way, we need to give our supports and hope for Ben to get Gwen out," Julie said firmly, "Hopefully, she's okay."

Ben sighed, "I hope so. I just hope she won't get hurt." He hissed in anger, "especially when she's with that jerk..."

* * *

Back at Null Void, there was no survivors on the large lake until Kevin emerged while gasped for air. He panted heavily while looking around of his surroundings in search of the girl. Heard a bubbling on his back, he turned and found unconscious Gwen's head lifted above the water. As she was about to submerge again, he quickly grabbed and held her arms around him. He then began swimming across the big lake.

After an hour of swimming, Kevin came across a beach ahead of them. He then brought and pulled Gwen out of water. He gently put her down on the gently soft sand. He then looked at her face while panted heavily. She hasn't make a move or even opened her eyes. He became worry and scared about her not able to make it alive.

Checking on her heartbeat, it was beating. Kevin looked at Gwen, "Come on, Gwen! Wake up! Wake up! Breathe! Or anything! Just don't do nothing! Come on, man!"

Kevin groaned as he tried giving a wake-up slaps on her face for seven times. But Gwen make no response. This even make him more annoyed and nervous.

"I can't believe this..." Kevin muttered in annoyance. He then looked and faced at her face. He became more nervous and worried. He hissed, "Alright. Here I go."

Kevin landed his lip on Gwen's as he was about to perform RCP of giving her more air. And just before he could pump on her chest, her eyes slowly opened. She yelped in shock upon seeing his lip was on hers. He was even in shock and surprise of noticing it. They both blushed in red.

Both Kevin and Gwen yelped in surprise and shock as they quickly departed and moved away from each other. They all make disgusted and spitted noises while looking away. They turned and looked back at each other. They then make disgusted noise.

Gwen hissed, "Kevin! I can't believe you!"

"Hey, don't get any wrong ideas!" Kevin insisted frantically, "I was performing RCP!"

"Yeah. Like I'm believing in you," Gwen remarked sarcastically. She turned and approached to the lake, "I need to wash my mouth. That is so disgusting of you kissing me."

Kevin groaned, "For the last time, it's not a kiss!"

"Whatever," Gwen said dryly as she washed and goggled her mouth before spitted it out for four times. She turned and looked at Kevin, "So, what's next, Kevin? Where to?"

"No idea." Kevin answered dryly while looking at the forest. He turned and found her glaring at him. He groaned, "Don't look at me! There are some parts I don't know."

"Great..." Gwen remarked dryly. She yelped in pain as she touched and held on her wounded part on her waist. Kevin approached and checked on her. She held her hand up, "Don't! I'm fine!"

"You're not! So, let me check!" Kevin said firmly. Gwen groaned in annoyance as she let him checked on her. He hummed in concern while looking at her serious wounded part, "This isn't good. We have to wait here now."

"No. We have to go now! No telling what kind of aliens we're dealing with."

"Not with this condition. Those Null Guardians must have hit you that hard."

"No kidding. So, any idea?"

"You need the medicine now. And we're gonna make a camp here until you're healed or help arrives. And hopefully, Rooters come and saved us in time."

"Great. I'm guessing that you'd be getting things down by yourself?"

"Well, duh. So, wait here, princess and do your alien magic power thingy."

Gwen rolled her eyes in annoyance, "Yeah, sure. And don't call me 'princess' too! And it's magic, not alien powers! Get it right, Kevin!"

"Whatever," Kevin remarked sarcastically, "Now stay here and be a good girl. Let your knight of shining armor handle this."

Gwen hissed, "That is so not funny..."

Kevin helped and leaned Gwen against the tree's trunk for lying and resting. He then headed off to the jungle, getting some firewood for a camp and ingredients in making a medicine for her injuries. She remained behind to defend herself, with her magic powers. And hopefully, no wild or dangerous aliens and criminals come and attack them...

* * *

Back to the Earth; Torrac entered the interrogation chamber, where Kevin's Ravagers were imprisoned. Four of them were tired to the chairs. They were all silent and firm while glaring at the robotic ninja. He marched slowly and then stood before them.

Spidestrike groaned, "Let me guess. You're gonna interrogate us to know who are we working for, what we wants and why are we doing this. Pretty obvious interrogation - good cop, bad cop. And I'm guessing you wanna do both, which ends up that you get nothing."

Torrac huffed while narrowing his angry eyes, "Do I need to?"

"We were ordered by Rooters to kill Ben Tennyson," Bearkill answered dumbly and frantically. Everyone glared at him in annoyance. He yelped, "What?! His eyes scares me. I hate scary eyes. Really."

"You're so hopeless, Bearkill," Frozen remarked dryly. She glared at Torrac, "You've got what you want. You can kill us now. Or do you wish to know more about the Black Ops?!"

"No. I'm don't need to," Torrac said dryly. This surprised and annoyed Ravagers. He turned and looked at Dragoon, "What is your name?"

Dragoon hummed suspiciously, "Why? Why do you need to know my name when you're gonna execute me?"

"Maybe. Maybe not. All I want is your name, that is all. The question you must answer to me alone."

"Dragoon. My name is Dragoon. That is all you need to know."

"No true name? Just the code name?"

"Yes. I was found and taken Rooters. They raised me, fed me, dressed me and trained me. They were the one, who gave me the name."

"I see. Do you live in Null Void for years?"

"Yes. For all of my life."

Torrac hummed calmly, "Then, you know what I'm gonna ask. What is your answer?"

"No. I won't help you either," Dragoon said dryly and darkly. Torrac raised his left eyebrow. He continued dryly, "Why should I help him? He is no friend of mine. All of us are expandable to fight and die, especially my rival. I followed Kevin, so I can fight and gain my kill to take back my position - Commander of Ravagers! That was my rights!"

"So, you chose the glory over honor and compassion, and even your own comrades? How pitiful and foolish you are. Rooters taught you nothing at all."

"What's that supposed to be mean?! Are you saying I'm not worthy?! How dare you mock me?! I'm a warrior, not weakling! I don't need your pity!"

"Lesson One - think and ask yourself this," Torrac said calmly as he approached and untied Dragoon. The young ninja turned and glared at him while readied to fight. He remained firm and calmly as he asked, "Should I return the favor to you?"

Dragoon scoffed, "Why should I?"

"I can teach you something more and better than Rooters taught you. The lesson will teach and help you gain honor, compassion and be part of brotherhood. You'll become a better warrior."

"I don't need your lessons, Mustafon! I am a better warrior!"

"Are you? Or delusion yourself from the truth?" Torrac asked calmly. This shocked and surprised Dragoon. He huffed, "Meet me at the junkyard when you are ready, Dragoon. Take time to think. I'll be waiting."

Torrac turned and exited the interrogation chamber while leaving Dragoon and his teammates freely.

The Ravagers were surprised and shocked by his carelessness or purposely letting them off. They wondered of what they should do next especially Dragoon, who find Torrac intriguing and surprising for releasing and teaching him some lessons. The ninja wants to know more about Mustafon.

* * *

At junkyard, Max was helping Ben gearing up with Plumber's suit and weapons. He even explained to his grandson of what he can or cannot do in Null Void, just in case if his Omnitrix times out again. And at the same time, his friends came and cheered him up to be careful and rescue Gwen.

Lucy hugged Ben tightly and passionately, "Please save and get Gwen out! And come home too, Ben!"

Jonesy nodded in concern, "Yeah, man. Watch yourself from those monsters especially those gangsters. I don't really trust them, not after what they did to us."

Ben nodded in agreement. Lucy departed from hugging as Julie approached and have a chat with him.

Julie sighed, "Ben, I-!"

"I'll be fine. I faced a lot of danger than just Null Void," Ben said confidently. He then kissed her by cheeks. This surprised her. He smiled, "Promised. I'll be back, with Gwen."

Julie blushed in surprise before giggled and smiled, "Okay."

"Ben..." Max said firmly. Ben turned and faced at him as the old man placed his hand on his grandson's shoulder, "Remember what I've told you about gears and Null Void. Watch out for anything and bring her home. Got it?"

Ben nodded firmly, "Got it." He turned and looked at Hector, "What about him? Can we trust him? Not after what he has done to us.

"I know, Ben. But you're gonna need all the help you have to survive the Null Void and get Gwen out. And of course, help him get Kevin out."

"Yeah. I can't believe it too. I just hope that Kevin and his uncle don't try to double cross us."

"Hector won't, Ben; unless he get provoked by tricks and betrayals. He won't just lose his temper but willing to let them die or kill them, without second thoughts."

"Yikes. He's worse than Kevin."

Max sighed in annoyance while remembering about dealing with Hector, "You have no idea. So, watch yourself, Ben."

Ben nodded, "Yeah, sure. He and Kevin better watch of what they're doing first. I also don't like being doubled crossed and lied."

Hector was giving orders to his remaining of gangster about what they can do. They all nodded firmly and proudly. He turned and faced to Lara, who was still upset and worried about her son's safety and whereabouts.

Hector gently patted Lara's back, "Don't worry, Lara. I'll bring him back, no matter what. My promise to you and my little bro. You know that."

"I know," Lara sighed as she turned and looked at him, "And promise me one thing, make sure Kevin is Kevin. And don't even try to kill Tennyson again. You know we both don't like it, even though I'm mad about Max lying to me."

Hector groaned in annoyance, "Fine. I still don't like it. Making peace with them is one thing, but working with them. I hate it." He then turned to Torrac, "Are you ready or not?"

"I am. We just need one more," Torrac said calmly.

Hearing the door opening, he turned and found Ravagers coming towards him and his gang. Hack Ravage Gang were about to engage but halted by him. This surprised Ben and his team.

"Please tell me that he's joking," Ben asked dryly.

Max sighed, "I don't think so. But something tells me that he knows something than we don't."

"Expect me to trust him when he is Kevin's teammate?"

"I don't think we have a choice."

"Great... Another 'no choice' talk again..."

Torrac smiled and asked calmly, "Are you ready, Dragoon?"

Dragoon groaned, "I should have left this place. But for some reason, I couldn't. I want to know more about fighting and this 'honor and compassion'. I want to know why you want me."

"You'll find out. Watch and learn." Torrac said calmly. He turned to Hector, "He can be trusted. We're ready, sir."

Hector smirked, "Let's move out! Time is wasting!"

Everyone cheered and wished a luck for their friends. Max activated and opened the Null Void Projector at once. Hector, Torrac, Ben and Dragoon charged and entered it as they headed to Null Void Realm now. Everyone can do now is wait and hope that theirs will return home safely.

* * *

Through Null Void portal, Ben and three unfriendly allies arrived at the flying giant meteorite. They looked around as they found nothing but dark scary space filled with flying rocks. Ben became uneasy and uncomfortable about it. Hector, Torrac and Dragoon remained calm and firm about it as they have faced dangerous and scary than this place.

"Back here again," Ben hissed in annoyance, "This place is more scarier than before."

"So, this is Null Void?" Hector asked amusingly. Ben nodded uneasily. He scoffed, "I've seen a lot of worse than this. This is nothing."

"We should remain vigilant and alert," Dragoon warned firmly to Hector, "There's a lot of criminals and monsters to deal with. They won't hesitate to attack and finish us off."

Torrac smirked, "I see you're helping us out, even though you don't want to."

"I'm not. I just want to know more about you as I will guide you through this place."

"So, you already step ahead of my next lesson - knowledge. You want to know more about me, don't you?"

"Yes. I want to."

"Just follow me. Watch and learn. Don't disappoint me."

"I'm not your student, genius."

"What's with them?" Ben asked suspiciously.

Hector shrugged, "No idea. Torrac usually doesn't give anyone some tips and lessons unless someone surprise him." He scoffed, "We're wasting time. Where to now, Plumber Boy?!"

"If I guess correctly," Dragoon said firmly and calmly as he moved to the front while looking around of several flying rocks. He then spotted one with forest and lake, "They will need food and water especially taking a rest after running away from wild creatures."

Heard the screeching noise, Ben turned to his back. He gasped in shock and concern, "Like them?!"

Hector and his gang were confuse as they turned to Ben, who was pointing at the south direction. They looked up and found group of Null Guardians flying towards Ben and his team.

"What the hell?" Hector asked in shock.

Dragoon groaned, "Not them again. I hate those things."

"So do I," Ben snarled as he activated his Omnitrix. He turned into Eye Guy. He cracked his fists tightly, "Let's give them some beating."

"Me too." Hector said amusingly as he touched the metal pole, thus forming him in metallic version, "I need some punching bags for exercising my punches."

"I'm with you, sir," Torrac armed and activated his Kamikaze Scythes. He turned and looked at Dragoon, "Will you run from the fight and left your allies behind?"

"You and I are not allies," Dragoon said dryly as he unsheathed his sword, "But I'd never ever run away from the fight! I fear nothing."

Torrac smirked, "Good. You learned lesson three - determination. Don't back down from the fight."

Eye Guy roared, "Let's do this!"

Null Guardians screeched wildly as they all charged straight at their preys. Eye Guy began firing his multiple eye beam blasts at his targets one-by-one especially launching his powerful big laser beam in knocking the big guys out. As the monsters came in close to attack, Hector and his gang engaged them in close combats. Hector punched and knocked them one-by-one while Torrac and Dragoon wielded their Kamikaze Scythes and Dragon Sword in slashing and striking them down.

Dragoon was distracted in battling with Null Guardians. One of them came and grabbed him by back while flying up to the sky. Dragoon struggled in getting out. Torrac jumped up and fired his Flying Shurikens in wounding and injuring the beast before slicing the tentacles with his sword, releasing Dragoon to drop down on ground.

Torrac landed on the ground. He turned and held his hand before Dragoon.

Dragoon groaned in annoyance as he shoved the hand off, "I could have taken them out!"

"You're welcome, apprentice," Torrac said dryly, "Get back to the battlefield!"

Torrac and Dragoon returned to the battlefield as they helped and assisted their allies fighting back the Null Guardians.

* * *

With several minerals and items on his hands, Kevin returned to the beach. He even brought some weird vegetables and strange meats. He then built a firewood for cooking meats and soup. He then make some medicine by mixing with three alienated strange herbs, tree's black sap, greenish honey, a slice of purple mushroom and dark red rose's powder, with the help of mortar and pestle. After that, he poured the mortar of strange medicine on the large leaf.

Kevin took the medicine as he approached Gwen, who was still leaning on the tree while holding her wounded part tightly. He was about to lift her shirt while ready to put the medicine on her waist. She yelped in concern while holding her shirt down.

"Don't!" Gwen protested in concern, "Is this medicine even good? How do I know if it makes me better? Or worse, are you trying to mess up with me?"

Kevin groaned in annoyance, "Stop being bratty! And lift your shirt up a bit, so I can put the medicine now."

Gwen groaned as she lifted her shirt's left side up, "Please be gentle."

Kevin smirked as he slapped the giant leaf of medicine on Gwen's left wounded part hard. This caused her to scream in pain while he chuckled amusingly. She groaned as she gave a smack on his head hard.

"That's hurt! You did that on purpose! Be gentle, will ya?!" Gwen exclaimed in anger. Kevin groaned while muttered angrily and annoyingly as he gently put medicine while wrapping the big leaf around her waist gently and tightly. She sighed, "What kind of medicine is that? I didn't know that Null Void have river and tropical forest."

Kevin scoffed as he helped and carried Gwen up, "That's a lot of things you don't know about Null Void. And trust me, you'd be surprise about it. Not even your grandpa actually knew about it."

"Yeah... I guess," Gwen admitted in surprise.

Kevin then moved to the firewood as he gently put her down on ground. He then approached and checked on the food. She hummed in concern and confuse yet curious about him. She never actually talk with him before because he was the bad guy and wants revenge on Ben so much especially killing anyone that stands in his way.

"Kevin... Why did you help me?" Gwen asked. The question surprised Kevin. She continued, "Y-You could have left me died and ran away. This... This is unlike you."

"I... I..." Kevin said uneasily and concern as he was still cooking food. He sighed, "You wouldn't understand of what I've been through especially trapping here for two years."

Gwen hummed in concern yet suspicious, "Why is that? Because you have some plans to beat Ben? Like using me as leverage against him to back down, so you can win?! Am I right? That is so you..."

"What?! No! That is so not!" Kevin snapped angrily to surprise Gwen, "The crazy boy you know of is gone for good. I'm not him anymore."

"But how can I be sure you're telling me the truth? You're good at lying and manipulating people to get what you want."

"If I am, then I wouldn't help you in the first place," Kevin said dryly and firmly. His statement surprised Gwen. Smelling deliciously smoke, he turned and looked on cooking pots. He sniffed on it. He smiled with his hungry looks, "Looks like dinner is served."

Kevin served two bowls of soup with meats and vegetables. He passed the second bowl to Gwen while he has his own to eat. While he was eating his food, she hasn't touched hers as she was stunned and shocked. Gwen couldn't get over the fact that Kevin actually helped and saved her especially he admitted that he didn't lie.

Kevin noticed Gwen didn't eat as he asked, "What's up? Hate alien food?" He sighed, "Believe me. I'm not fond of it. But better than nothing."

Gwen shook her head, "I'm just curious and surprised." Kevin looked at her in confusion. She continued, "You've changed, Kevin. It's like you're a different person than I remembered. Did something happen to you before?"

Knowing Gwen would ask sooner or later, Kevin sighed, "I figured that you would ask." He nodded calmly, "Yeah. I have someone helped me out. He's the reason I became different and better than Kevin 11."

* * *

 _ **Flashback:**_

 _"When I was still a monster and trapped at Null Void, I got caught and sent to Incarcecon," Kevin narrated, **"And you already know that much, I was a bit crazy and psycho in beating anyone that gets in my way."**_

 _After captured and sent to Null Void Incarcecon, Kevin 11 roared wildly and angrily as he engaged and battled with prisoners and criminals at the cafeteria. He managed beaten and defeated them all at once._

 _ **"A bit?"** Gwen narrated amusingly._

 _Kevin narrated and groaned in annoyance, **"Okay. A lot! But the point is that someone managed to beat and snap me out of the problem. And let me tell you - he got guts."**_

 _While Kevin cheered wildly and proudly that he can beat anyone in prison, until he felt someone poked on him. He turned and looked at a grayish muscular creature with pointy ears and has black mustache that attached to sideburns worn white shirt and blue pants._

 _"That's enough, kid. Cool off." The inmate said calmly. Mutated Kevin snarled at him. He smirked, "Your choice."_

 _Kevin charged at Kwarrel. The alien dodged down while grabbed and thrown the mutated Osmosian off and dropped to the ground hard. And just before Kevin could move, Kwarrel jumped and slammed his elbow against the mutant's stomach. Kevin groaned and moaned in pain._

 _"Kid, you're not the first one I have to deal with. You remind me a lot about my buddy brothers," The inmate said calmly, "Name's Kwarrel. When you finally decide to let go of your anger, you know where to find me."_

 _Kwarrel turned and walked away at once, while Kevin was left alone to be unconscious for quite some times._

 _"I think things through for days. I couldn't understand of what he was talking about," Kevin narrated, "And I wanna know more. Maybe he was right. It was my anger that caused me to run away from home and become a monster."_

 _ **"So, you went to him?"** Gwen narrated in question._

 _ **"Yeah. And he helped me a lot,"** Kevin narrated in answer, **"He taught me about how to control my monster and get back to my human form. He also gave me the tips about my absorbing ability. And best of all, he was there and helped me out till the end. So, I did my best to help him out. Kwarrel changed my life."**_

 _Kwarrel helped and taught Kevin to control his anger and returned to his human form. The alien then helped training Osmosian with some new tricks rather than just absorbing the electric and powers to fight his enemies. They also have time for daily meals and fun time together. And whenever either of them were in trouble, they both helped each other out. They were like father and son._

 _ **"Wow. He sounds like a good person to you," Gwen asked in narration, "So, what happen next? What happen to Kwarrel?"**_

 _ **"A year later, Kwarrel and I were ready to get out of prison. He even said that he wants to show me to the man, who knew my dad well."** Kevin narrated in calm before regret tone, **"But he's gone..."**_

 _"W-What?! What happen?!"_

 _"Kwarrel and I were escaping the prison for our freedom. That damn guard found out and blocked our way."_

 _A year later, both Kwarrel and Kevin were ready to escape. The inmate guide and led Osmosian to the corner of prison, where he moved the large canister and floor revealed a giant hole. They both entered it at once. As they were walking through the tunnel, they were blocked and stopped by a bluish armored guard armed with the gun._

 _And just before the guard do anything, Kwarrel jumped and slammed him down hard. Kevin was worried for his father figure._

 _"Kwarrel?" Kevin asked._

 _Struggling hold the guard back, Kwarrel groaned, "Forget about me, kid! Run! Get out while you can!_

 _"I can't!"_

 _"Don't argue, kid! Run!"_

 _Hesitated and scared for his father figure's safety, but because of Kwarrel's insisting, Kevin quickly make a run and escape. And as Kevin continued running till the end of cave, he then heard a loud bang. That shocked and scarred him for the rest of his life._

 _ **"And so, Kwarrel quickly take him out while letting me escape. I couldn't go but he insisted. And I did escape. But he... He... He..."**_

 _ **Flashback Ends**_

* * *

After telling the story about his past, Kevin began breaking down in tears of despair. Gwen was in shock and surprise. After several counters with him in the past, she'd never thought of seeing him crying for crying. There's more to him than meets the eye.

"Kevin... I'm so sorry," Gwen said in shame and guilty tone, "It must be hard for you."

Kevin sighed, "You have no idea. It's worse than my own mother kicks me out because of my powers destroying our home. She thinks I'm a freak."

"What makes you say that, Kevin?"

"Come on, Gwen. You known me two years ago. If you were in my ma's position, you'd think that you forgive me?"

Gwen hummed in concern and thoughtfully before sighed, "If it were to me, I'd forgive you for what you have done. I can't say something for others."

"W-What?! Seriously?" Kevin asked in shock, "You're kidding me?"

"I'm not, Kevin. I'm not sure why you'd think that your mother kick you out. But after what happen today, she risks her life to save you. It must be some kind of miscommunication or something."

"Hmm... Maybe. Kwarrel warned me about me absorbing too much of electric and power. It could have done something seriously mess up to my mind."

"That maybe true. I heard theories and stories that having too much power could damage and corrupt people's mind. It'll make them worse enemies to anyone that stands in their way. It's what you did to Ben before when he was trying to help you."

"Wow. Are you always good at this?"

Gwen smiled, "What can I say? It's my gift."

"Unlike mine," Kevin said in disappointment while looking at his hand, "If I hadn't done stupid for absorbing electric and powers in the first place, we wouldn't be the enemies to each other."

Gwen sighed, "We can't change what happen in the past. But we can change and make a better future."

"What do you mean?"

"Grandpa always said this to me and Ben - 'it's not how many times you used powers, it's how you use it'. And I believe that you can use it for good."

"Do you mean it?" Kevin asked in surprise.

"Yeah. I do. I now know who you really are. Ben was right. You're a cool guy," Gwen complimented. Kevin blushed. She cleared her throat, "That's one thing I need to know. What have you been doing lately? What are the Rooters?"

And just before Kevin could answer, both him and Gwen yelped in shock and surprise upon hearing loud and wild growling and snarling noise. They both quickly prepared themselves for the fight. Kevin touched the rock, forming his body into a solid rock while Gwen activated her magic powers. They have to fight and survive the battle now.

* * *

For Ben and his team, they have managed overcome and defeated all of Null Guardians. They all panted and breathed heavily especially Eye Guy just returned to Ben.

"Wow... This is something," Hector remarked amusingly. He laughed, "I haven't have this fun for a long time!"

"Fun? We're dealing with a group of dangerous monsters, and you call this 'fun'?!" Dragoon asked in anger before scoffed in annoyance, "You must be crazy..."

Torrac smirked beneath his mask, "Welcome to the family, Dragoon."

"Where could they be," Ben said in concern. He then heard a loud explosion. Everyone turned to the tropical meteorite. He gasped, "That has to be the place. How are we gonna get there when my Omnitrix is down."

"Let me charge you up, kiddo," Hector said proudly. And just before Ben could ask, he touched and electrocuted the Omnitrix. Turning red to green, his watch is ready to go. Ben looked at Hector, who shrugged and scoffed, "What are you waiting for? Aren't we doing rescue ranger or what?"

Ben nodded as he activated his Omnitrix, "It's hero time!"

With a powerful slam on his watch, Ben transformed into Cannonbolt. And just before anyone could react, he grabbed and got them inside within his rolling mode.

"What the hell, kid?!" Hector demanded in anger.

Dragoon groaned, "This is so disgusting!"

"If I guess correctly, we're about to get some rough bouncing," Torrac said dryly.

Cannonbolt chuckled, "You'd bet. And don't try to tickle or attack me when I'm bouncing. It's gonna be some rough! And please, don't throw up."

Cannonbolt began throttling up as he charged and bounced across the meteors one-by-one hard and fierce as he was heading straight to the tropical meteor area. Hector, Dragoon and even Torrac were uncomfortable with the ride as they all felt very sick now.

* * *

Two groups of Vulpimancers and Havok Beasts predators roared wildly and menacingly as they were charging and attacking Gwen and Kevin. Touching and absorbing the rocks, Kevin was formed in solid rock as he began punching and knocking down at the group of Havok Beasts. Gwen used both **_Merchus Veridactus_** and **_Twista Combititus_** in pushing and knocking Vulpimancer Packs. While they both continued attacking the monsters out, they helped and watched each other's back from the enemies.

After few rounds of battling with their enemies, Kevin and Gwen became exhausted and tired for using their powers and energies against the wild aliens. They both panted heavily while struggling standing and holding their enemies off. Both Vulpimancers and Havok Beasts surrounded them both while readied to attack and kill them.

Gwen panted heavily, "I'm too tired to use my magic now."

"Me too," Kevin said in concern, "I don't think I can hold this off. Maybe if I have taken Omnitrix's powers, I could-!"

"Absolutely not! Once you did, the power could corrupt and damage you! Or worse, it could turn you back to monster!"

"It's the only way to beat them! Trust me, I've been the worse here. And I really hate it."

"There has to be another way," Gwen groaned in concern, "And only one spell could help me. But I haven't master it."

Kevin hissed, "It looks like we're out of option! But we'll go down in blaze of glory."

"Yeah. Just hope Grandpa and others get here now," Gwen said firmly. She turned and looked at her unexpected ally, "Kevin, I just want to say thank you for saying me. And I'm glad that I've gotten know you - the real you."

"Yeah." Kevin smirked slyly while looking at Gwen amusingly, "Is this where you're gonna kiss me by my lips? The real kiss? Princess?"

Gwen scoffed and giggled amusingly, "Dream on, Prince Charming."

And just before the pack of Vulpimancer and Havok Beasts were about to attack, something land a powerful slam on their rear hard. As they turned to their back, a familiar giant yellow rolling ball charged while rammed them off for few times. He then reunited with Gwen and Kevin while releasing three people out.

Hector, Torrac and Dragoon groaned and moaned sickly. Cannonbolt stood up straight while wiping disgusted slime off.

Cannonbolt groaned, "I thought I told you not to throw off."

"Sorry if I'm good at roller-coaster, which I hate the most," Hector said dryly.

Torrac groaned, "Me too. I hate flying and bouncing."

"Ben!" Gwen cried in surprise before hugging Cannonbolt passionately, "Am I glad to see you!"

"Yeah, me too!" Cannonbolt said in relief before moved Gwen aside. Slamming his Omnitrix Symbol, he transformed into Four Arms. He looked around and found more pack of Vulipmancers and Havok Beasts. He groaned, "We've got company!"

Hector groaned, "Good! I could use some punching bag now! It always help me to get up and get going! And I'm all ready!"

"Ready, Apprentice?" Torrac asked calmly.

Dragoon groaned, "I am not your apprentice!" He unsheathed his sword, "But I am ready to fight!"

"Leave this to us, kids," Hector said proudly. He turned and looked at Kevin, "And don't worry, Uncle Hector is looking after you."

"What? Uncle? I have an uncle?" Kevin asked in surprise. He gasped, "Could you be the guy Kwarrel talked about?"

"Talk later! More rumble!" Four Arms exclaimed, "It's Hero Time!"

Pack of Vulpimancer and Havok Beasts roared wildly as they charged and attacked Four Arms and his team, who fought back fiercely. Hector touched the rocks and metals with his both hands as he has turned into two-halves - rock solid and metal in his form. Formed a giant hammer and axe, he attacked them one-by-one. Both Torrac and Dragoon joined forces and defeated their enemies together.

Four Arms punched and knocked them one-by-one. But the creatures overwhelm him, he quickly turned into Benwolf for unleashing his howling screech, blowing them off. He then scratched and knocked them off one-by-one. He quickly turned into BenVictor as he launched his powerful electrical power in shock and electrocuted them. After that, he turned into XLR8 as he charged and knocked them one-by-one. As he jumped up high, he transformed into Cannonbolt bouncing and ramming one-by-one. He then transformed back to Wildmutt in going berserk on them.

As Ben and his friends continued battling the pack, more continued pouring numbers to attack the team. They're getting exhausted and tired than before. They don't have the strength especially Ben, who is now in Diamondhead and firing his diamond shards at them.

"I don't think I can hold this much longer," Diamondhead said in concern, "And not to mention, my watch is going timeout. Sure wish I was in Master Control!"

"Don't worry, we've got last resort," Hector said calmly. He turned to Torrac, "Kiddo. You know what to do."

"Stay close now! This is going to be messy!" Torrac said firmly as he unsheathed his Dragoon Shockwave Sword. As his sword glowed in purplish aura with wild roar noise, he exclaimed and screamed wildly, " ** _Ryu-Sutō-Mushokkuu-ēbu!_** "

After calling his attacks out, Torrac began swinging his sword around him as it began to summon and form a giant long purplish colored spiritual dragon out. He swung his sword in unleashing and firing his spiritual mighty dragon out to charge and knock out the pack of Vulpimancers and Hovak Beasts at ease. All of them were either defeated or killed. Everyone but Torrac was in shock and surprise.

"Wow... I didn't know he has that kind of power," Dragoon said in shock. Torrac groaned before fell on back. He quickly helped and held the Mustafon up, "What happen? Are you alright?"

"I'm fine. Just use too much of energy to unleash. It exhaust and tired me out. That power will take a long time to recharge it," Torrac explained in exhaustion. He turned and looked at Dragoon with smirk beneath his mask, "Wow. I didn't know you care about me."

"I don't! I didn't want to lose you because..." Dragoon hissed in anger and frustration before he sighed in defeat, "I want to learn that kind of power. I want to use it."

"Really? For superiority? Well, too bad. You can't," Torrac said dryly. Dragoon was in shock yet angered. He continued, "Unless you tell me the truth, I won't do it."

Dragoon groaned in anger while clenched his fists by Torrac's refusal. He wanted to kill him now for refusing him until he calmed himself down. He sighed, "Yes, I do want to be superior and better Kevin but I also want to protect my team. They were only my family. I can't lose them."

"Really? Is that your answer?" Torrac asked calmly. Dragoon nodded firmly. He smirked while held his hand out, "Final Lesson - The Truth. You finally tell me what I need to know, my apprentice."

Dragoon was surprised and shocked before smiled and bowed down, "I am honored, my teacher."

"Hey, how about we get out of here?" Kevin asked dryly, "I don't wanna stay here too long!"

Gwen nodded, "Yeah! More could be coming!"

"Yeah, good idea!" Diamondhead nodded in agreement as he just returned to Ben. He then contacted his grandfather, "Grandpa, is the portal?"  
 _  
"Still open! It's becoming unstable again! Make it quick now!"_ Max exclaimed through com-link.

Ben nodded as he turned to his friends, "We have to go now! The portal is gonna closed!"

Everyone nodded in agreement. Gwen quickly performed 'Portallus Projectum' as Ben pointed the coordinates at the top level of large floating land-like. They all teleported to the very location they came from the portal. Seeing the portal becoming unstable, they quickly entered it before more creatures come to them.

* * *

As Max was holding the Null Void Projector while everyone was waiting in suspense and concern, he found Ben and his friends emerged out of portal. He quickly turned the projector off now. As Ben and his team were taking a break, Max and three children came and hugged Ben and Gwen while Lara did to her son. They all cheered and poured tears of joy that their loved ones have returned safely. Ravagers came to Dragoon and Kevin as they cheered that their teammates are safe.

Hector and Torrac smiled at the scene of family reunion, their gang came and cheered for their bosses' return.

"I was so worried," Max said in relief while looking at Gwen, "Especially you, Gwen. Are you alright now?

"Yeah, I am." Gwen said in relief as she turned and smiled at Kevin, "Thanks to him."

"Kevin? You're kidding me," Ben asked in shock and concern. His friends were surprised and shocked as well. He hissed, "Gwen, he's the bad guy! He tried to kill us!"

"No, Ben. You were right before."

"W-What do you mean? I'm right about what?"

Gwen smiled, "Kevin's a cool guy if you get to know more of his true self."

Ben groaned in disgust, "Gwen, please tell me you're under Kevin's spell or something. Or worse, did you really kiss him?!"

Gwen yelped while blushed in embarrassment before exclaimed frantically, "Ben! That is so not true!"

"Yeah, could have fool me..." Ben said dryly.

Gwen jumped and attacked Ben as both of them began fighting each other. They would have injured each other if not for Julie, Lucy and Jonesy holding them both back while Max groaned and shook his head in annoyance yet amusingly before chuckled happily.

"Either way, I'm glad everything is okay," Max said in relief.

Kevin, his team and mother were having their own moments as they all were safe from danger. Lara was holding her son in warmth embrace while pouring tears of joy.

"My son... My little Kevin... You're home... You finally come home," Lara said happily while crying, "I'm so happy that you're being my little Kevin."

"Mummy..." Kevin said in surprise before was about to cry, "Did you mean? You really miss and love me?"

"Yes, son. For two years; I've been searching, waiting and hoping for you to come home. I'd never stop looking for you." Lara explained calmly, "Your uncle and his gang help me too. We'd never give up on you. You are my son, no matter what. I don't care if you're freak because you're my freak and I am too."

"Mummy..." Kevin said in shock while sobbing tearfully as he hugged her back, "I'm sorry! I'm so sorry! I love you!"

"I am too!"

Dragoon and Frozen were amazed yet happy while Bearkill and Spiderstrike were dumbfounded of Kevin and Lara embracing to each other.

"Can we kill Tennyson now?" Spiderstrike asked in concern. Frozen whacked his head hard. He yelped in pain, "Ow! Hey! That hurt!"

Frozen shushed, "Quiet! Give them the moment!"

"Yeah. In fact, we're no longer go after Ben anymore," Dragoon said calmly and firmly.

"What do you mean?" Bearkill asked in confusion.

"Commander didn't come and rescue Kevin as the rules said that Rooters must survived and escaped the prison, even if it is Null Void. He doesn't want us anymore," Dragoon said firmly, "And therefore, we're not going home."

"So, what will we do next? Where will we go? Where is our home?" Frozen asked in concern.

Spidestrike scoffed, "No way I'm gonna do the dishes. So not my job..."

"We already found the answer," Dragoon said firmly and proudly while looking at Torrac, "This is our home now. The Levins are Kevin's family. When he wants to stay here, so are we..."

"So, we get free food?" Bearkill asked dumbly, "I'm hungry..."

After everyone have their family reunions and moments, Hector and his gang approached Tennyson while covering Levin Family and Ravagers.

"Still want to hunt me down?" Max asked dryly.

"No. I'm done with hunting. After all, you saved my nephew and bring him home," Hector said firmly yet dryly. He scoffed, "You can go home. But if you ever show your ugly face here, I'll kick your ass. Starting with Watch Boy, I'd look forward for another rematch."

Max nodded, "Consider it considered, Hector."

"Good enough. See ya, suckers," Hector nodded in agreement. He and his gang turned and walked away. He then patted Kevin's shoulder, "Welcome home, kiddo. Make the moments with your girlfriend."

Kevin nodded as he approached Gwen, who blushed in red. He smiled, "Guess it's goodbye?"

Gwen smiled and nodded, "Sure it is. It's one crazy adventure we have." Kevin nodded in agreement. She gave a punch on his left shoulder, "That's for trying to kill us from two years ago, jerk!"

Kevin hissed while rubbed his left shoulder, "Geez. Don't you quit about it?"

And just before he could complain, Gwen pulled Kevin's shirt close to her. She then kissed him by lips. The 'romantic kiss' between two of them surprised and shocked everyone including Hector, Max, Lara and Ben.

After the kiss, Gwen departed and smiled at Kevin. He awed in amazement, "Wow. That's something..."

"Glad you like it," Gwen smiled as she gave the piece of paper to Kevin, "My phone number."

Kevin smiled in amazement, "Sure. See ya, princess."

Gwen smiled, winked and waved 'goodbye' gesture to Kevin, he did the same thing to her. Hector and all of Hack Ravage Gang were still in shock while Lara smiled in amusement. She turned and walked towards her family and friends. They then turned and exited the junkyard's entrance as they headed towards the Rustbucket RV now.

"What was that?" Ben asked in confusion.

Gwen scoffed, "A girl's way to say goodbye. That's all."

"Ooh! I get it! You're in love with him!" Lucy cheered happily. It surprised Gwen. She sang happily, "Gwen's got crush! Gwen's got crush!"

Gwen groaned, "Lucy! Shut up! I mean it!"

Jonesy giggled, "She got the point. She really means it."

"Yeah. You really liked him," Julie said amusingly, "I can tell by the looks."

Gwen groaned, "Knock it out!"

"This is the surprise of event," Max sighed while looking at the sky and imagining of his old partner, "Looks like your older brother finally stop chasing after me and my family. Looks like the Levin Family are back together..."

* * *

At his office, the Mysterious Commander received the latest report from Swift. He has shown both disappointment and displeasure of it.

"So, they failed and betrayed us. They joined Hector's foolish gang. I'm not that surprised," Mysterious Commander said dryly, "Kwarrel has placed his stupid influence in Kevin too much. Morgg should have eliminated him or send Kevin to me earlier. Useless guard as usual. All he desired is greed and power for himself."

"Should we attack and bring them back?" Swift asked.

Mysterious Commander shook his head, "No. That would attract more attention especially if it's from Magistrata. It's best that we stay put until the right moment to strike." He chuckled amusingly, "I'm patient man. I have all the time to make strategies and plans to end 'the greatest threat' Earth has ever faced."

* * *

Inside the sewerage, a strange white creature with a shark fin on his head worn a black robe with metallic was walking across its labyrinth. He arrived and entered a cornered chamber. He then squatted and bowed down before the mysterious figure was inside the water tank.

 _"What do you have to report, Psyphon?"_ The dry and dark sinister voice asked.

Psyphon nodded, "Everything is set, my lord. Awaiting for your orders, Lord Vilgax."

The mysterious figure emerged from the shadows while revealed himself before Psyphon. Vilgax smiled amusingly and proudly beneath his mask while breathed heavily within the water tank.  
 _  
"Excellent. Tennysons will rue day for defeating me from last two years. I will have my revenge. I will have the Omnitrix..."_

 _To be Continued..._

 _Review and Suggest..._

 **Main Casts:**  
Meagan Smith: Gwen Tennyson  
Greg Cipes: Kevin Levin  
Tara Strong: Ben Tennyson  
James Horan: Hector Levin  
Scott Porter: Torrac  
Dante Bosco: Dragoon

 **Minor Casts:**  
Paul Eiding: Max Tennyson  
Phil LaMarr: Jonesy  
Alyson Stone: Lucy Mann  
Kelly Hu: Julie Yamamoto  
Laura Haddock: Lara Levin  
Bill Fagerbakke: Bearkill  
Grey Griffon: Swift, Frozen  
Drake Bell: Spiderstrike  
Kevin Michael Richardson: Kwarrel  
Dee Bradley Baker: Null Guardians, Eye Guy, Vulpimancers, Havok Beasts, Psyphon  
Richard McGonagle: Four Arms  
Fred Tatesciore: Cannonbolt  
Jim Ward: Diamondhead

 **Cameo:**  
Charlie Adler: Mysterious Commander  
David Wald: Vilgax


	8. Episode 8: Levin's Back (III)

**Episode 8: Levin's Back (III)**

 _A year ago..._

During the Battle of Bellwood, Vilgax was chasing after XLR8, whom has led him to the underground pipelines. As he was walking the hallway of pipelines while searching for him, he heard thud sound. He turned and XLR8 stood before him.

"Knew you'd play 'follow the leader', loser," XLR8 remarked amusingly yet slyly. He turned and looked at his father, "Dad!"

As planned, Carl Tennyson opened the pipeline's cover, letting some gas leaked. And at the same time, he threw the activated weld torch. And just before Vilgax could do anything, XLR8 has already made his escape the pipelines while holding his father. Thus, as both gas and firing weld made contact. The whole pipeline exploded, including Vilgax! Ben 10's Nemesis is dead! Or so, everyone thought...

* * *

 _2 Months Later After **'The Battle of Bellwood'**..._

Vilgax's body was floating down the sewerage river, especially when he was badly burnt and injured. He was barely breathing. And this time, there won't be anyone else to come and rescue him. His body landed on the strange yet broken platform's slide.

Suddenly, a familiar white creature approached him. He then checked on Vilgax's body especially the head and listening against his chest for heart beating. And just before the creature could do anything, Vilgax grabbed and held him by neck while growling a bit briefly. He then fainted as he became unconsciousness now...

It looks like this is the end of him...

 _"Lord Vilgax?"  
_

* * *

 _In Present Time..._

Vilgax gasped in shock as he woke up from his dream. And before he could make a move, he groaned in pain from his waist. He held it tightly, hoping to ensure his wounds never open and bleed. But nothing so far. He sighed in relief. He turned and faced Psyphon, the creature who saved and nursed him to health.

"What is it, Psyphon?" Vilgax asked dryly.

Psyphon bowed down in respect, "All is in preparation. Awaiting for your order."

"Good..." Vilgax said calmly, "Now get me out of this tank now!"

Psyphon looked shock and concern, "Master, you have yet to recovered! I feared you may-!

Vilgax snarled, "I am fine, Psyphon! Now release me!"

Psyphon nodded firmly as he pressed some buttons from console, releasing Vilgax out from his water tank. The Chimera Sui Generis coughed and breathed heavily as he slowly breath in and out. Psyphon gave the breathing mask for Vilgax to breathe, and at the same time, he prepared his armors and weapons for his master now.

As Vilgax recovered and standing up straight, he donned his old armors and gears. He then breathed slowly and calmly before turned and faced Psyphon.

"You have served me well, Psyphon," Vilgax said calmly and firmly. Psyphon nodded and bowed humbly. He sighed, "If not for you and your nursing me back to health, I would have been dead for good. You will be rewarded as my second-in-command." He then clenched his fists tightly in anger, "I've lost my warship, my drones and now my teleportation device. This means that I won't escape again."

Psyphon smirked, "Luckily, I have salvaged some parts. I have repaired most of them including drones and warship. I'm still on progress in repairing the teleport device. It will be done soon, my master. I just need-!"

"I will not delay my revenge any more longer!" Vilgax exclaimed in anger, "Begin Operation: Sea Poison now, Psyphon! Poison Tennyson's home now!"

Instead of defying or questioning his master's order, Psyphon obliged, "At once, Lord Vilgax!"

Vilgax smirked darkly, "Soon, Tennyson, soon. We will meet again..."

* * *

In nighttime, an unknown military plane-like was flying and arriving at Diego Garcia. Inside the cockpit, Torrac was walking and passing by the hallway of seated armored Hack Ravage Gang Soldiers including Kevin Levin and his Ravagers.

Dragoon declared while standing up, "Officer on deck!"

All of Hack Ravage Gang stood up firmly and proudly. The greeting annoyed him.

Torrac groaned in annoyance, "Dragoon, how many do I have to tell you not to address me as an officer especially the gang as a military unit?"

Dragoon saluted, "Sorry, sir! This is military protocol! I'm comply to obey and follow it!"

"Well, do me a favor. Knock it off. This whole military protocol makes me a sickening Plumber," Torrac remarked in annoyance. Dragoon nodded. He sighed, "Anyway, let's get down to business now."

"So, what's the target, Ninja Man?" Kevin mocked amusingly.

Spiderstrike chuckled a bit, "Ninja Man. That's a good one!"

"Very funny, rookies," Torrac remarked dryly. He cleared his throat firmly, "Our mission is to infiltrate the military base, get the goods and rendezvous with Hector and his guys! If any of those bastards come and stop us, hit and knock them out before they could sound the alarm! Any question?"

All of Hack Ravage Gangster remained silent while sitting down on their seats. The porcupine alien-like raised his arm up.

"No question? Good!" Torrac exclaimed in annoyance, "All gang, call in! Kevin Levin! Dragoon! Frozen! Spiderstrike! Bearkill! Argit Jr! Gunblazer! Serviper! Mechablock!"

"Here!" Hack Ravage Gangster exclaimed wildly and proudly.

"All present, good," Torrac said in relief yet proudly.

"T-Boss! We're reaching our destination!" Pilot reported through the speaker, "Get ready to jump!"

"Jump?! As in jump in midair?!" Spirdestrike asked in shock and fear, "Please, tell me he's joking!"

Seeing Torrac's serious face, Bearkill hissed fearfully, "Dude, I don't think he's joking."

"Trust me, he's not," Argit Jr. said in concern, "We're gonna die!"

 ** _BEEP!_** The plane's back door opened by lowering its ramp down. Hack Ravage Gang saw the outside of plan was fluffy clouds in dark night sky. Torrac marched towards the exit before he turned and looked at his team.

"This is it! Time to make a jump!" Torrac instructed firmly, "Show me what you've got to become one of our gang! Are you ready for the hell?!"

While most of new Hack Ravage Gang recruits were doubtful and scared about doing the stunt, Kevin remained calm and confident. He got up as he was charging straight to the ramp. He smirked proudly and firmly as he's gonna enjoy it.

Kevin cheered wildly, "Here I go! Woohoo!"

Kevin cheered wildly as he jumped off the ramp while diving down in midair. Torrac smirked amusingly as he turned and glared at the rest of recruits.

Torrac scoffed, "Anyone else wanna join in? Coz Kevin Levin is gonna take the prize!"

Dragoon groaned, "Hell yeah I'd let him! That prize is mine!"

"He's crazy, right? Tell me he's crazy!" Spiderstrike said in concern.

Frozen sighed, "Fool. He'd never jokes!"

"So, we go crazy?" Bearkill asked in concern.

Dragoon screamed wildly as he charged straight to the ramp. He jumped off of it while diving down. Seeing Kevin and Dragoon jumped off the plane, most of them looked at each other for the moment. They then all gave a battle cry as they all jumped off the plane. Torrac did the same thing after he grabbed and took Argit Jr. with him.

With everyone accounted on, Hack Ravage Gang was diving and heading straight down to the military base. They all cheered wildly and happily. As they were closed to the ground, they quickly opened up their parachutes. They all began floated and descended down to the top of military compound. They all landed safely on the compound's rooftop.

Torrac turned and gestured both Dragoon and Spiderstrike to move on ahead. As instructed, they both headed to the edge of compound. Using their grappling hooks, they began climbing down slowly yet swiftly until they arrived to the entrance, where they quickly knocked the guards out.

With the entrance secured, Torrac and his gang joined both Dragoon and Spidestrike on the ground. He gestured Mechablock - the brown armored humanoid android approached to the entrance as he had his hand wired and connected to the control panel. For seconds later, he has deactivated the security measures and door was opened in two.

Torrac's team quickly entered the military compound, where they found a large stockpile of golds, weapons and arsenals. They awed in amazement and surprise.

"Alright, start shopping!" Torrac ordered firmly, "Make it quick! The Military will back here soon!"

Frozen groaned, "I cannot believe we're raiding the military compound! It's against everything we've been trained for. This is blasphemy and unacceptable!"

"Well, too bad, Frozen," Dragoon said dryly, "We joined them. We played their rules."

"Come on, everyone! What are we waiting for?! Start shopping!" Kevin ordered proudly and wildly, "Last one to shop gets to wash dishes!"

Spiderstrike scoffed, "You are so on, Kevin! I am not gonna do that stupid dishes again!"

"Whee! Free Food! Here I come!" Bearkill cheered wildly and happily.

Torrac's team split up and began their 'shopping' on the military compound's various items of golds, weapons and arsenals. They were all excited and happy about their mission. They have managed to gathered and loaded them up to five military pickup trucks. They almost got what they have now.

 ** _WEEEOOOEEE!_** Torrac's team got alerted by the noise especially a familiar voice shouting at the compound, which Kevin recognized and hated the most when he was 11.

 _"This is Lieutenant Steel! We've got you all surrounded,"_ Lieutenant Steel shouted through loudspeaker, _"Surrender now or we will use our force to make you! This is your last and only warning!"_

Kevin snarled, "Not him again..."

"Lieutenant Steel... What a surprise," Torrac remarked amusingly and sarcastically. He turned to his gang, "Alright, everyone. Saddle up now! We're leaving now! Prep the charges on this compound! It has served its purpose to us!"

Dragoon nodded as he turned to his team, "You heard him! Let's move it, people!"

"Gunblazer, take care of our pursuers!" Torrac ordered firmly as he looked at Gunblazer, the black hooded man worn metallic armor and wrists arms with guns and grenades. He then turned to Serviper, a female snake-like alien with two heads-like hands worn viking armors, "Serviper, take down the defenses!"

Gunblazer chuckled amusingly, "No problem, boss!"

"It will be done," Serviper hissed calmly.

Torrac turned to the rest of his team, "Let's move! All drivers, take the wheels! Kids, take the turrets! Help Gunblazer and Serviper to take out our problems!"

Torrac's Team exclaimed and saluted, "Yes, sir!"

Torrac took the lead of military pickup truck, along with Kevin and Argit Jr on the back. The rest of veteran gangsters took over the rest as drivers. Gunblazer was on the last pickup truck's back, with Dragoon and Frozen helping him out. Serviper, Spiderstrike and Bearkill were on the middle truck. With everyone and loaded items in the pickup trucks, they started their engines and readied to drive off now!

Lieutenant Steel and his army were waiting for the intruders to come out. Seeing the enemies haven't make the move, they all prepared and armed their advanced weaponry blasters at the military compound's entrance. As they were ready to breach in, the compound burst the explosion and flames in front of their faces, which scared and shocked them a lot.

While his soldiers were watching the compound was burning in blaze, Lieutenant Steel noticed five military pickup trucks were escaping. This make him angry and annoyed.

Lieutenant Steel snarled, "You won't get away from me that easily! All units, after them!"

As ordered, Lieutenant Steel and his soldiers got into their military vehicles. They all headed off and chased after Torrac's Team. They all began firing their guns and mini-guns at the gang. And at the same time; the front view were blocked by another units from towers, barricades and turrets.

Gunblazer, Spiderstrike and Bearkill armed and readied their mini-guns and turrets in firing back at Lieutenant Steel. The fourth pickup truck also joined and assisted Gunblazer on battlefield. Torrac and his team deal with the front units by firing their turrets and rocket launchers. Hack Ravage Gang rammed the barricades hard while escaping Lieutenant Steel and his units.

One route to the rendezvous point, Torrac's Team was almost there and close to the edge of island. Lieutenant Steel fired his rocket launcher at them. Four of military pickup trucks dodged it but hit the first one. This made Argit Jr. yelped in shock and jump off from it. He was about to fall to his death and hit by another truck. But luckily, he was held and rescued by Kevin, who quickly and strongly get the porcupine on board in time!

Near to the edge, Torrac gave a hit on maximum drive in driving the pickup truck heading towards it. The rest of them joined him as well. They drove and jumped off the edge as they all dived straight to the ocean.

This action surprised and shocked Lieutenant Steel and his army to stop. As they climbed out from their vehicles, they went and checked on the intruders. Instead of finding their dead bodies and destruction sites of vehicles, they found Torrac's team were on large battleship-like as it heading off.

Recognizing the flag on top of ship's command center, Lieutenant Steel groaned, "Levins... I should have known it was those gang again. I will hunt and get him. That's the promise..."

During the voyage, Hack Ravage Gang were cheering and celebrating another success of stealing and looting the military goods. Hector approached both Torrac and Kevin, who saluted to him. He saluted back to them.

"Nice work, everyone. We've got lots of goods and gold for ourselves and town now," Hector laughed amusingly and proudly. He turned to Kevin, "You did good, kid."

Kevin smiled, "Thanks, uncle. So, when are we gonna start with absorbing electric? I need it."

Hector scoffed, "Ease up, kiddo. You're not there yet. And if I were you, I'd stay away from it until I'd say it's time for training, unless it's emergency. And don't tell your mom about our jobs. She can easily get pissed."

Kevin groaned in disappointment, "Fine..."

"Kevin, is it?" Argit Jr asked. Kevin turned and nodded his head. He sighed, "Hey, man. I just wanna say thanks for saving my hides. Not many of our guys did the same for me."

Kevin smiled, "Glad to help out. After all, we're all on the same team and friends, A.J."

"Just call me 'Argit'. Using 'Jr' is very embarrassing."

"Sure, Argit. Think you can show me some moves about 'business'?"

"Sure. Gladly to help, Kev. And trust me, you're gonna love it. I got trained by my dad because he's good at accountant and finance. Everybody is a winner. But promise me that I won't be a fall guy especially some crazy suicide missions."

Kevin smirked as he held his fist before the alien, "Sure. Leave that to me, Argit."

Argit smiled as he gave a fist pump to Kevin, "Buddy, this is gonna make our beautiful friendship." He chuckled a bit, "I heard rumors that you've got crush on Tennyson Girl. Who is she? Your cute and hottie girlfriend now?"

Kevin blushed and groaned in embarrassment, "Mind your own business, Argit!"

* * *

At Gwen Tennyson's Resident; she and her family watched the TV News. And it involved of some group that she knows of.  
 **  
 _"Once again, Hack Ravage Gang strikes!"_** Will Harangue reported as TV Screens revealed many screens of Hack Ravage Gang's criminal activities of robbery, graffiti and vandalism. He scoffed, _**"Looks like the gang is not done with their criminal careers since 1980s. Who knows what these guys are up to? Their objective is unknown and mysterious. No one knows about it. But I do know that police enforcement need to do something about it now! Thrown them to jail now!"**_

Gwen hissed in anger of hearing what Will Harangue has said about Hack Ravage Gang, especially when Kevin among them.  
 ** _  
"But there is one we're very aware of,"_** Will Harangue said calmly as his screens shifted to Ben 10 Aliens attacking the cities and hometown. He scoffed, ** _"This is very obvious. This so-called 'alien heroes save the day' is nothing but alien invasion. And no matter what they do, it's not gonna what my mind easily. And I can see the truth. You can lie to the public, but you can't lie to me! Reporters always get the right call!"_**

"Get the right call to my hides," Frank said dryly, "Whenever his pride stop when he knew he was wrong about Ben?"

Natalie sighed, "I can't blame him. If any aliens destroyed one of my properties, I'd be mad. He's just doing his duty, honey."

"I know, honey. But this is reporters we're talking. They're supposed to find and deliver the truthful stories and news to us, not fabricating stories," Frank said dryly, "And what he did to Ben is nothing but lies. No doubt he did it for ratings. Lots of news broadcasters like to do that."

"True," Natalie said while nodded in agreement, "But there's one thing we have to admit - he's right about the Hack Ravage Gang."

"Yeah. The most dangerous and notorious criminal gang we ever had in history. And it's so hard to believe that it's the same gang that my father has been dealing with."

"So, you've known about it?"

"No. I read the articles about them before my father told me. While most of us think about them as criminals, but their hometown considered them as the heroes. I don't understand is what and why would they think of that."

"I don't know. But I'd rather not find out."

"Maybe because they're helping their hometown," Gwen said calmly. Both of her parents turned and looked at her in shock and confuse. She turned and looked at them, "I mean that must be a good reason, right?"

"Stealing military goods?" Frank asked in uneasy tone, "Hardly."

Natalie hummed in concern, "Gwen, is there something wrong?"

"It's nothing, mom..." Gwen answered in tone of concern and uncertainty. Unconvinced, both Frank and Natalie were looking at her. She sighed, "Can I ask you something?"

"Sure, honey, what is it?" Natalie asked.

Frank nodded, "We're here to answer whatever you want to ask."

"Okay. Are criminals always bad guys?" Gwen asked curiously. This surprised her parents. She then looked at them, "I... I met a boy and he's a bad guy. But he turns out to be a really nice guy, not not all bad because he's just upset and angry with the world for mistreatment. And I can't help but feel sorry and worry for him. But I'm not sure if I want to do that because he's the bad guy. Is that okay for a question?"

Both Frank and Natalie were stunned and surprised by Gwen's questions. They knew that she was smart but they'd never expect her to ask something complex about the world.

"Well, Gwen..." Natalie said in concern, "It's very complicated..."

Frank nodded, "Yes, Gwen. The world is very complicated especially how people behaved and do. They tend to do something differently and unexpectedly. So, it's hard to tell of what they want or how it goes. And of course, Gwen, not everything is black and white."

Gwen looked concern and confuse, "So, you're saying is..."

"No one is right or wrong," Natalie said calmly, "You just have to judge on the person of how he behaved and what he do."

Frank nodded in agreement, "Yes. If you believed that he is good person, then you should get to know more about him and befriend with him. After all, everyone deserves the second chances."

Gwen hummed in concern yet thoughtfully for the moment. She smiled, "Yeah. I could try..."

* * *

At Zim's Junkyard, Hack Ravage Gang cheered and cried happily and wildly as they were celebrating for another success of stealing and looting golds and military goods. And not only their celebration, they also were making business on both local and alienated military goods at black market across the world. They even donating the golds to the poor and poverty.

And at the same time, Argit Jr. was teaching Kevin about the business in black market and even the weapons. Torrac was teaching and training Dragoon about his ability and ninja martial art skills. Frozen was reading some books at library. Spiderstrike and Bearkill were eating their lunches wildly and happily. Hector was pleased and happy to see Kevin's not only come home safely, but also learning more lessons from him and his family.

And now, Hector was teaching and training Kevin about Osmosian Powers such as absorbing environment and materials, materialized them into the weapon modes, and even helping him to build strong immune against power surges and electrical energy. While young Osmosian did well in his training, he struggled in controlling his insanity and power-hungry when he absorbed both electrical and power energies. This forced his uncle to give some beatings of sense into him. That hurts him a lot.

And now, the Levins were taking a break from the training. They were all sitting down and leaning against the walls. They were all drinking their sodas.

Kevin sighed, "Man, are you always bad at training people?"

"Hey, watch it, kid. I took thing serious especially when it comes to our powers," Hector said dryly and firmly before drinking the beer, "And believe me, absorbing electric and power energies is no fun. Took me 20 years to get it right. And to make sure that I don't go nutty and destroy everything and everyone I care."

"Yeah. I know the feeling, Uncle Hector. That very day I lose my cool because of Tennyson, I turned into a monster. That was scary moment for me to handle. I've gone nuts. I'd never forget that day."

"Yeah. You'd never know how dangerous and corrupted the power can be when you absorbed them too much. It could make you kill your own family especially your mum."

"I'd never want that happen again to me or my mum."

"Good to hear. With me, I'm gonna make sure that you'll be better with your powers. And hopefully, you'll be better than your pops. He's sucks at it."

"Wow... Didn't know that," Kevin joked amusingly. He sighed, "Think you could tell me more about my dad? I'd like to know more. I missed him..."

Seeing and hearing what Kevin has asked, Hector sighed and smiled, "Your pops... He is the bravest but most knucklehead and reckless brother I ever had in my life. But he really does cares for me and my family, and even helping the strangers like Max and your mom. He and I don't always agree with things we do in Hack Ravage Gang. He's always worry for others and not want them to get hurt."

"What a soft guy..."

"Yeah. I'd say the same thing. But that's what him a great brother to love. I'd sure wish he'd stay alive and stay with us."

"Yeah..." Kevin nodded in understanding, "Hey, how did Max Tennyson know my dad? And also, how did you and mom know about him too? Have you met him? Why didn't you all tell me?"

Hector groaned in concern, "Well, there are things that we don't like to talk about especially when it involved Tennyson. I don't like it."

"Please, I need to know, Uncle Hector."

"Well, just before you were born, your pops and I-!"  
 ** _  
RING!_** Kevin was in shock and surprised as he held his phone out. He realized that someone has send him a message. It was form Gwen. He then read it out:

 _'Kevin, hope you're not busy. Wanna hang out to mall? I'd like to get to know more about you.'_

Kevin was in shock and surprise as he blushed in red. Hector saw the message as he laughed amusingly and happily. Kevin looked worry and concern about his uncle mad at him about being friends with Tennysons.

"Kid, you really hook up with her," Hector remarked amusingly. He sighed, "Go on, kiddo. You deserve the break."

Kevin was surprised but smiled happily, "Yeah. Thanks, unc. See ya."

Kevin got up and headed off to meet up with Gwen. While he left, Hector groaned in annoyance about his nephew making friends with Tennyson. Now he has to go through it again...

* * *

Ben and his four friends were at the Bellwood Park's soccer field. They were all playing and practicing soccer game, with the help of Technorg. Ben, Julie and Jonesy were challenging with Lucy, Cooper and Technorg. They all have been doing the game especially improving their catching and kicking the ball for 3 hours. Aftermath, they were all exhausted and took their break.

Lucy sighed as she wiped the sweats off, "I haven't play this soccer for quite some times."

Cooper groaned in annoyance, "I hate sports. It makes me sick and pain..."

"Seriously," Jonesy asked in annoyance before eyeing on Cooper's stomach, "No wonder, your belly gets bigger and bigger."

"Watch it, buddy!" Cooper snarled in anger, "I don't like someone insulting my body!"

"Wow... That was exhausting..." Julie commented before sighed in relief, "I think tennis is better than this."

Ben scoffed, "Really? Don't tell me that you can't kick the ball well?"

"Very funny," Julie remarked amusingly. She then looked around of her surroundings as she found something amiss, "Hey, has anyone seen Gwen?"

Jonesy shrugged, "Yeah. Not since we left Hack Ravage Gang's hideout."

"Don't tell me," Cooper groaned in annoyance, "Kevin?"

"Eeyup." Ben said in annoyance. He groaned, "I can't believe that she befriended with Kevin. He's the bad guy! He can't be trusted! Everyone knows that!"

Technorg growled in anger, "I have not forgotten the insults he made for me! But I'm glad that I make him pay for it and the attack on my friend." He turned and looked at Gwen, "So, why would she and him are friends."

Jonesy shrugged, "Don't know. Maybe it's a girl thing or something."

Julie groaned, "As if! Maybe there is more to him than meets the eye. I think Kevin's not really a bad guy from the start."

"Yeah," Lucy said in agreement. She giggled, "Gwen got crush on Kevin! Gwen's got crush!"

"Yeah, right," Ben said in annoyance, "You could never know what he's really after? Hard to tell what he's gonna do next."

Cooper hummed, "So, you want me to build some kind of surveillance camera drones or something?"

"That'd be a great idea, Coop," Ben smiled in approval. He turned and looked at his friends, "Anyone in favors?"

Most of everyone nodded in agreement with Ben while Julie and Lucy were against it. Technorg snarled softly yet darkly. They were all confused and concern with his growling.

"What's up, Technorg?" Ben asked in concern.

"I smell poison..." Technorg said dryly and firmly. He snarled, "I smelt death!"

"WHAT?!" Everyone asked in concern.

Technorg pointed up to the front. Ben and his friends gasped in shock and concern of what they just saw. They saw many people and even children moaning and groaning sickly and weakly. They even looked like one. Something is not right with them.

"We have to find grandpa now!" Ben exclaimed in concern. He turned to Julie, "Jul, can you call Gwen now? We could really use her expert now!"

* * *

In the afternoon, Kevin has arrived at the mall, where he was waiting for Gwen. He worn a black T-shirt with long grayish sleeves, blue jean and black sneakers. He was leaning against the mall's walls. He hummed in concern while whistled happily as he was still waiting for her.

"Hey Kevin!"

Kevin turned to his left before he gasped in surprise. He saw Gwen worn a cyan colored shirt with long sleeves, dark blue vest with orange and red diamond shapes in one straight line, black jeans and pair of red sneakers. She even had a sunglasses on her head. He awed in surprise while looking at her oddly and surprisingly.

Gwen became uneasy and worry of Kevin's looks, "Is it too much?"

"What?! Oh no! Not at all! I didn't mean it!" Kevin exclaimed frantically and uneasily, "You look hot, Gwen."

Gwen blushed in red, "Wow... Thanks. So, shall we?"

Kevin smirked, "We shall. So, what do you wanna do?"

"How about the movies?" Gwen suggested, "Something you actually like?"

Kevin nodded as he and Gwen entered the mall to have some time together and also get to know more from each other. They spent their time together in watching the movie called 'Han the Daredevil Adventurer', playing some arcade games, shopping and books which Kevin didn't enjoy them much, listening to music discs and chatting with each other. They become more friendlier and open-minded to each other.

* * *

Ben and his friends were heading off to meet up with Max Tennyson. Technorg used the invisibility technology to be hidden from public's eyes while following his friends. But during their voyage, they all encountered and found many people were suffering same fates as the ones from Bellwood Park. Something bad happens.

Eventually, they managed to find and met up with Max Tennyson at Mr. Baumann's shop, where the owner was helping and taking care of sicken and poisoned patients. They were inside the Rustbucket RV for discussion about the latest problems they faced.

Max groaned in concern, "I though there's something fish around here."

"Any idea of what causing this, Grandpa?" Ben asked in concern.

"Don't know," Max admitted in concern. He hummed thoughtfully, "Though I suspect that it has something to do with the drinks." He turned to the children, "Did any of you drink water or anything else?!"

The children shook their heads, "Nope!"

"We've got our drinks ready since yesterday," Ben answered.

"You suspect that someone is poisoning the water?" Technorg asked from outside while in his invisibility mode, "I smell some poison."

"Could be. I'm gonna do some tests on the water from this morning," Max said suspiciously as he turned to the bottle of water and science equipment from the sink. He sighed, "Good thing that the Rustbucket got couple of water tank spares since last week."

"Yeah. I wouldn't want to think how bad of it is," Julie remarked in concern.

By using the same water testing machine he used since two years ago on Fountain of Youth Water, Max was testing and checking on the bottle of water. His machine was beeping out loud while its siren flashed and flared in red. This alerted everyone about it.

"What just happen?!" Jonesy asked in concern.

"The Hydro Testing Machine detected something inside the water," Cooper explained in concern, "Then, that means the water is really poisoned!"

Max groaned, "Not only that, this poisoned water is not made of native, but alien's!"

"What?!" Lucy asked in concern, "What they made of?! Where do they come from?!"

Max hummed as he was reading the Hydro Testing Machine's reading carefully, "That's odd. These items are Kaizo Seaweed, Crinus's Tentacle, Ink of Squidstruck, Crystal Crab's Claws and Poisoned Death Coral! All of them are from Vilgaxia!"

"Vilgaxia?!" Ben asked in shock and concern, "Don't tell me-!"

"It's Vilgax..." Max snarled in concern, "And looks like, he's back from the dead again."

"Vilgax?!" Everyone asked in shock and confusion.

"The Conqueror from Vilgaxia?!" Technorg asked in shock, "You all fought against him?!"

"Well, me, Gwen and Grandpa did," Ben said in concern. He groaned, "I still don't know how he escaped and come back. That guy never stop from coming back."

"Either way, we now know who and what caused the poisoned water," Max said firmly, "And we're gonna stop him now."

Ben turned to his team, "Fighting Vilgax is no picnic. I think it's best that you all stay here and help these people to the hospital now."

"What?! You can't be serious!" Everyone but Max exclaimed in shock and concern.

"I'm serious." Ben said firmly, "I don't want you all get hurt by him. He's the toughest and meanest alien guy you don't wanna mess with."

Julie, Jonesy, Cooper, Lucy and even Technorg were reluctant and concern about it. Four children agreed with Ben's concerns while Technorg remained firm and calm.

"I refused," Technorg said dryly. Ben was about to protest. He continued, "I said I refused! My life belongs to you, old friend. I refused to let you be harmed."

Ben groaned, "Fine. Just be careful."

Julie hugged Ben, "Please, be careful."

"I will," Ben nodded firmly. He turned and looked at Cooper, Jonesy and Lucy, "Get Gwen now! We need all the help we can get. And also, find a way to cure them."

"Got it," Cooper, Jonesy and Lucy nodded in agreement, "We'll try."

"Okay. Let's start with Vilgax," Max said calmly, "If I were him, where would I'd be hiding. He could be anywhere."

Ben hummed thoughtfully, "The last time I left that alien is at the underground pipeline. That's the best place to find."

"Let's go now," Max said firmly.

Max, Ben and Technorg headed off to the underground pipeline while Cooper, Jonesy, Lucy and Julie remained behind to help Mr. Baumann in looking after the sick patients and finding the cure. And hopefully, they can save the Bellwood before things gone worst. Lucy was trying to call Gwen now.

* * *

At Vilgax's hidden base, Psyphon has returned and arrived to report to his master about the latest situation. He found Vilgax was contacting his people from Vilgaxia about his latest situation. He was furious and anger about it, making him to slam a powerful fist on the table hard.

"Unacceptable!" Vilgax exclaimed in anger and furious, "Across the galaxy, fools have dare to mock me! They dare to attack my home planet! And the worse is that I no longer put fears into them! And it's because of Tennysons, I have been publicly humiliated! They all will pay for this!"

"Which is why I brought good news," Psyphon spoke calmly. Vilgax turned and looked at him. He then reported, "Tennyson has taken the bait!"

Vilgax smirked darkly, "Perfect. And this time, the Omnitrix will be mine! The universe will know the wrath of Vilgax! They will think twice if they ever mock and challenge me again! I won't be defeated the second time! Psyphon, make preparation for my ship and drones now. I'll deal with them by myself."

* * *

At the mall, both Kevin and Gwen were having fast food lunch - Burger Shacks. They were both all chatting and laughing about the adventures and battles they have been through.

"What?! Seriously? Your uncle really marry an alien?" Kevin asked amusingly. Gwen nodded in confirmation. He chuckled a bit, "Wow. I thought my parents were the only ones married."

Gwen giggled a bit, "Well, that depends on how much love they really have. And I'm pretty sure that yours felt the same way."

"Yeah..." Kevin smiled before sighed in upset, "I wish they were together."

Gwen was in shock, "I'm sorry, Kevin. I didn't know about it. What happen to your dad?"

"Don't know. I was told by my mom that he's gone. And so, she married with my stepdad. And to be honest, he and I didn't get along because of how he handle and wants. I don't like him very much."

"Was he the reason why you destroyed your home and ran away?"

"Yeah. I was so angry and upset with what he did to me and mum. I couldn't take it anymore. So, I ignored him and absorbed more electrical power. And you know the rest."

"Aw man. This must have hurt you a lot. I'm really sorry, Kevin."

"It's okay. I deserve it. I know that Ben was trying to help but I blew that chance. If I hadn't born with it, maybe we could have been cool."

"Don't talk like that," Gwen insisted while putting her hand on Kevin's hand, "Sure you're not proud of what you have done with your power, that doesn't mean you can use it for good. Everyone deserve the second chance, and even you."

"You really think so?" Kevin asked hopefully. Gwen nodded. He smiled, "Gwen, thanks. I didn't know you really sappy and caring to a bad guy like me."

Gwen giggled, "Well, I know one thing. Not everything is black and white. I'm willing to get to know more about you. After all, we're friends."

Kevin sighed as he held her hands gently while looking at her, "I'm not sure if I wanna us be friends only, Gwen."

Surprised and shocked by Kevin's words, Gwen blushed in red while her heart beats very hard. Both of them leaned and closed to each other as they were about to kiss until their phones rang wildly. The sounds attract their attention and stopped their tracks. They yelped in surprise while blushed in red. They quickly turned away and took their phones out to talk with mysterious contacts.

"Hello?!" Gwen and Kevin asked in concern. They all gasped, "What?! You're kidding! On our way!"

"I've gotta go! My family needs me! My home got water poisoned!" Gwen and Kevin exclaimed to each other. They looked surprised, "What?! Seriously?!"

Kevin sighed, "Gwen, I'm-!"

Gwen interrupted by putting her two fingers in shutting him up, "Go. And be careful."

"Got it," Kevin nodded in understanding, "You too."

Gwen and Kevin quickly left the fast food restaurant. They all headed back to the family as their home needs them now!

* * *

Ben, Max and Technorg were at the underground pipelines. It was the very same place XLR8 fought and defeated Vilgax for last time. They were now investigating and checking on the area, hoping they find some clues that could help leading them to their enemy. Gwen has teleported to the area.

"Hey, Gwen!" Ben greeted but stopped upon looking at her clothes, "Are those the same clothes you've worn from last year?"

Gwen blushed, "Yeah, of course."

"What's with the change of wardrobe?" Ben asked curiously. He then gasped, "No way! Were you dating with Kevin?!"

Gwen blushed and groaned in anger and embarrassment, "No, I'm not! He and I are just hanging out. That's all!"

Ben nodded sarcastically, "Um-hum. Keep telling yourself."

"Alright, that's enough. We need to find and stop Vilgax," Max said firmly and calmly, "And for now, we still can't find any clue that led him escaped here. I still don't get how he cheated and escaped his death. It's frustrating and annoying..."

"Found him!" Technorg exclaimed. Everyone looked at him. He snarled, "He was badly injured and escaped to sewerage."

"How did you do that?" Ben asked in surprise.

Technorg smirked, "Detrovite have strong sense of smell on anything, even though scent is cleansed or area is rebuilt."

"Awesome, T! Lead the way!" Ben cheered happily. He activated his Omnitrix, "Wildmutt can help you out."

Ben transformed into Wildmutt. Technorg nodded in agreement. Both of them were sniffing the scent while leading the team in finding and hunting down Vilgax now.

* * *

Through the sewerage maze, Ben 10 and his team were searching and hunting down on Vilgax, with the help of Technorg's and Wildmutt strong sense of smell. And at the same time, they have come across and defeated some of flying and humanoid Vilgax's drones. They all have arrived and entered the a large empty and messy chamber.

As the team were taking a break, Technorg and Wildmutt picking a scent like he smelt something or someone coming to them. Both of them snarled as they all charged straight to the left corner. They all were attacking and battling the intruders, who screaming and battling. Both Max and Gwen headed off to check it out. Both Tennysons gasped upon seeing Wildmutt held Hector against the walls, Technorg holding Kevin in his tight grip and the rest of Hack Ravage Gang got knocked out.

"Hector?! Kevin?!" Max and Gwen asked in surprise.

Wildmutt groaned in anger, making Hector disgusted and annoyed, "Do you mind, runt? Get your stinky mouth off me?! I hate slimy dogs like ya!" Wildmutt groaned as he stayed down at once. Hector turned and glared at Technorg, "Do you mind?!"

Technorg snarled at Kevin, "Never. I should have kill you when I have the chance..."

"Geez, you have a hard time to get over," Kevin groaned in pain, "But seriously, I'm not the same guy you've dueled with! Really!"

"Why should I believe in you?!"

"If I'm that guy, I wouldn't be in this scrawny looks and kick your ass, dude!"

Hector grabbed and held Technorg's mace as he was about to twist his, "If you don't let him out now, I'll kick your ass even more than he is! So, put him down now!"

Technorg groaned in anger as he let go and dropped Kevin to the ground. And at the same time, Wildmutt transformed back into Ben.

"Wanna tell us why you're here?" Ben demanded, "Up to your old tricks again?"

Kevin scoffed, "You'd wish. Why are you having hard time to believe in me that I'm not the bad guy?!"

"Because you are! You hurt a lot of people because you feel sorry for yourself. When someone tried to help you, you turn your back on them! You even did to yourself for absorbing my powers to become monster! You deserve it, jerk!"

"Wanna mess with me, Tennyson! Coz I'd like to settle our scores now!"

"Good for me! Feedback will be enough, just in case if you tried to absorbed my powers again!"

"Bring it on, now!"

"Stop it," Gwen exclaimed as she quickly intercepted and stopped Kevin and Ben, "Knock it off now! I'm pretty sure we all have the reasons!"

"Which is what?!" Ben and Kevin demanded in anger.

"Our neighborhood got issues with the poison water too," Hector explained, "And we wanna know what the heck is going on here!"

Max nodded in agreement, "Yeah, so are we. And I know who did it - Vilgax."

"Vilgax?!" Kevin asked in shock and concern, "He's here at our hometown?!"

"What is your hometown?" Ben asked suspiciously. Kevin smiled uneasily, which shock and surprised him and Gwen. He groaned, "Aw man! You're kidding me! You lived in Bellwood?!"

Kevin shrugged, "Beggars can't be choosers."

"Knock it off! We've got job to do," Hector said in annoyance. He glared at Max, "Looks like we have to work together again. This is so frustrating and annoying!"

Max groaned, "Put a sock to it, Levin. We've got hometown to save."

"Whatever," Hector said rudely, "At least, I get a chance to meet and fight with Vilgax. I'd like to see how tough he really is."

Max sighed, "Always with the fight. Why do I have to stick with him?!"

"Either way," Technorg said dryly while glaring at Levins, "If you betrayed my friends, I will hunt you all down!"

Kevin groaned, "Dully noted..."

Hector turned to Torrac and Dragoon, "Time to find this 'Vilgax'. I don't wanna make him waiting for us too long."

Torrac nodded, "Understood. Move out, all units!"

Both Ben's Team and Hack Ravage Gang were teaming up again as they all were searching and keeping their eyes out for Vilgax. And at the same time, Gwen and Kevin were chatting.

"I didn't know you live here, Kevin," Gwen asked in surprise, "I thought you and your family lived together with your uncle at junkyard."

Kevin shrugged, "Well, it's just Uncle Hector and his gang only. My mom and I visited him only for lunch or chats. But I didn't know you lived here too, Gwen. But I'm glad that we get to work together again."

"Me too." Gwen nodded while blushed.

Ben groaned, "Don't even try to be funny with me, Kevin! I'm keeping an eye on you."

Kevin shrugged, "Whatever. As soon as we're done here, we can get the hair out of here."

"Good enough," Ben remarked in agreement. Gwen gave a glare to Ben. It annoyed him, "What?! I don't trust him."

Gwen sighed while shaking her head. Both teams continued searching and hunting down on Vilgax throughout the sewerage maze. And so far, they found nothing, other than dealing with some flying and humanoid drones at ease and swift. They then came across to the strange entrance door, which led them to straight to strange chamber. They found the room is filled with familiar technologies Tennysons and Kevin have seen before.

"This must be it," Max said calmly and firmly, "This is Vilgax's hideout."

"We have to find and get the antidote now," Gwen said firmly. She then approached to the computer. She began typing down on its keyboards, "Hopefully, the answers is in here."

"Are you kidding me?" Kevin asked in surprise. He turned to Ben, "Didn't know she's good at alien tech."

Ben shrugged, "She's Gwen. She's supposed to be a smart girl. And hopefully, she can get the answers soon."

"So, where the hell is Big V?" Hector asked in annoyance, "I came here to take him down for good. He messed with wrong town."

"Be careful of what you desire," Torrac said calmly and firmly, "You must not underestimate him. He could be powerful and dangerous to deal with."

Dragoon nodded, "I agreed. Vilgax is pure evil and dangerous monster to deal with."

 _"How right you are..."_

And just before anyone could ask and react, something jumped from the ceiling and slammed on the ground. This caused a powerful shock wave in pushing and knocking everyone to the walls hard. Everyone was moaning and groaning in pain while recovering from the attack. They looked up and found Vilgax stood before.

"Vilgax?!" Everyone asked in shock.

Spiderstrike yelped in fear, "That's Vilgax?! Wowza, he's bigger!"

"And meanie and scary!" Bearkill said fearfully, "I hate scary monsters! Really hate it!"

Frozen hissed in concern, "This is not good! We don't stand a chance now."

Dragoon groaned, "We have to be careful. We have no idea of what he can do!"

Vilgax chuckled a bit, "We meet again, Tennysons..."

"Should have known you were alive," Ben snarled a bit as he readied his Omnitrix, "And this time, I'm gonna make sure that you're gone for good!"

Max nodded while readied his blasters, "I agreed. But first, we want the antidote! Give it to you!"

"Fools. Did you honestly think I would create antidote?" Vilgax asked firmly and darkly. This surprised and shocked everyone. He continued, "How foolish do you think I am? I rather have those, who dared to fail and challenge me, to die..."

Ben groaned as he activated and transformed into Four Arms, "You're not getting away with this, Vilgax! I'm gonna end you for good!"

"We shall see..." Vilgax said darkly as he activated Cybernetic Enhancement of his muscles, "It is time to end you all once and for all!"

Hector smirked, "It's about damn time!"

"Yeah, payback time!" Kevin said amusingly. Vilgax turned and glared at him. He groaned, "Don't tell me that you've forgotten about me?! The guy you trapped and left behind at Null Void! The guy, who got ten aliens' powers?!"

"Ah... Now I remember. You were that fool. I didn't realize that you and your family were actually Osmosian." Vilgax said amusingly before chuckled a bit, "If I had known about it, all of you will be good guinea pigs for my experiments."

"Watch it," Hector snarled in anger as he touched the floor in forming his Concreted Solid Mode while armed with sword, "I don't like assholes like you call me that! You hear me, Gaxy?!"

"Gaxy?" Ben snickered a bit, "That's a good one."

Technorg chuckled, "Indeed. A fitting name for you, Vilgax. Been defeated by a kid too many times!"

"You dare mock me?!" Vilgax demanded. He snarled in anger, "All of you will pay! No one dares insults Vilgax! Prepare to die!"

Everyone quickly armed and readied to fight. Vilgax screamed in anger as he unleashed powerful shock waves in pushing and knocking most of them out. Luckily, Four Arms and Technorg aren't as they all charged straight at the humanoid squid warlord, who blocked and held their punches. He then kicked them off. They recovered and fought back at him, who quickly blocked and punched them back on both of them relentlessly and fiercely.

Gwen used _Stingu Invisibus_ in levitating technologies and machines up. She threw and knocked them straight at Vilgax for few times. As he was distracted by the attacks, Hector screamed wildly as he charged and rammed him, followed by both Four Arms and Technorg in punching and kicking him for few times. Three of them continued attacking relentlessly and swiftly. However, he managed to block and knocked them off.

Seeing their allies knocked out, both Torrac and Dragoon charged and attacked Vilgax. They both used their swords in slicing and striking at him fiercely and relentlessly, but he blocked the attack quickly while punching and knocking them hard to the walls. Four Arms, Technorg and Hector got up and attacked Vilgax. Torrac and Dragoon recovered and joined the attack as well.

Max passed some blasters to the gangsters including Kevin as they all began firing their blasters at Vilgax on different sides. Gwen also helped her friends by Kemo Char. Ben and his four friends were attacking him ahead. And unfortunately, Vilgax wasn't easily get beaten and shot by them as his body was strong armored and enhanced by cybernetic technology.

Dodging the attacks and blasts, Vilgax easily punched and knocked them one-by-one very hard. He then charged at Four Arms, Technorg and Hector. He gave them a powerful uppercut punch in knocking them straight up. Three of them were thrown and broke through many floors' ceilings until the top where they fell to the ground hard. Vilgax jumped put of the hole and readied to attack his enemies. People screamed in fear as they all quickly ran away at once.

Four Arms hit his Omnitrix as he transformed into Cannonbolt. He formed up into Rolling Mode as he charged and rammed Vilgax on every direction for few rounds. And just before he was about to slam on him from back, Vilgax turned and slammed Cannonbolt to the ground hard. The Squid Warlord began punching and stomping on the young hero's back to the ground for few times.

And just before Vilgax could finish his nemesis up, Technorg jumped and attacked him by punching on him for few times. Touching lamppost pole's metal, Hector turned into a metallic form as he charged and rammed against the Squid Warlord's knees in kneeling down. Both Hector and Technorg began punching on him for few rounds. As they continued punching, Vilgax grabbed them both before slammed on each other very hard.

Cannonbolt hit his Omnitrix as he transformed into Eye Guy. He began firing his laser beams at Vilgax, who blocked and deflected the blasts for few rounds. Vilgax was about to hit Eye Guy, who quickly his Omnitrix to transformed into XLR8 to escape him. And at the same time, he transformed into Heatblast, who unleashed his full powered of Flamethrower in burning the Squid Warlord, who blocked and held against the blasts while approaching him. And just before Heatblast could shift, Vilgax slammed his hand on Heatblast to the walls hard.

Vilgax was about to finish Heatblast, but he was attacked by both Dragoon and Torrac. They both continued swinging and slamming their swords. And at the same time, Hector and Technorg joined on the battlefield. This gave Heatblast to shifted into Wildvine, who quickly wrapped and tied Vilgax tightly. This allowed the rest to attack him relentlessly and fiercely for few rounds.

Max and his gang arrived and gotten out of the hole. They all found Vilgax was finally got caught. Despite that, they all armed and readied their blasters in ready to fire at Squid Warlord.

As Wildvine tightened his vines on Vilgax while his friends and allies continued attacking him, the Squid Warlord struggled in getting out of the grip. With his pure prowess strength, he freed himself out before grabbed, slammed and stomped Wildvine's face to the ground in getting unconsciousness. Seeing Vilgax escaped, Max and his team fired their blasters at him while Hector and his gang fought back at him, along with Spiderstrike, Serviper and Bearkill. Unfortunately, the battle didn't go well for both teams as Vilgax winning the battle.

Gwen and Kevin went and checked on Wildvine, who turned back to Ben. Gwen touched on Ben's pulse. She sighed in concern.

"He's okay. But unconscious," Gwen said in concern. She turned and found Vilgax continued defeating and beating her friends and family. She hissed, "They won't hold him much longer. Way Big is the only one, who can beat him."

Kevin hummed thoughtfully before looking at his hand and then the Omnitrix. He wondered and thought if he could absorbed the powers to defeat him.

"There's one way we can beat him," Kevin said firmly as he approached to Ben's Omnitrix, "I have to be the one."

Gwen gasped, "No! Don't! If you do that, you'll become a monster!"

"I know. It's the only way to defeat Vilgax! You and I know that. I'm sorry!"

"There has to be another way!"

Kevin sighed, "There is no other way. I'm sorry!"

And just before Gwen could plead, Kevin touched the Omnitrix. A powerful energy surged through his body, making him to scream in pain, Vilgax has defeated and beaten Hack Ravage Gang and Max. The screams and electrical attracted everyone's attention to see Kevin mutated into something terrifying and demonic monsters.

Kevin's mutated form is Four Arm's muscular torso with Upgrade's armor and Eye Guy's giant eye-like, Gravattack's right hand, Ghostfreak's left hand in Heatblast's burning charcoal, Wildmutt's both hands, XLR8's legs in Diamondhead's crystal mode, Cannonbolt's armor-like back with Wildvine's vines-like tentacles, Stinkfly's wings and Feedback's long tail-like. His face was made of Heatblast's burning face, Ripjaws' fang, Grey Matter's left big eye, Ghostfreak's scary right eye.

Gwen gasped, "Nooooooooooo!"

"Let's end this," Kevin's Mutant Form exclaimed wildly. He laughed insanely as he turned and glared at Vilgax, "You're ready to die?!"

Vilgax snarled, "You may have new form. I will not be defeated easily! Prepare to die!"

Kevin and Vilgax roared wildly as they both charged and attacked on each other hard. Both of them began punching and kicking at each other fiercely and determinedly while blocking and deflecting the attacks as well. Kevin unleashed his Heatblast's Fire Blasts at Vilgax, who dodged down while punching for three times. The mutant stopped the attack as he kicked squid warlord off. Kevin then charged and rammed on Vilgax from every direction while using all of his alien powers to injure and damaged him and his armor for few times.

Everyone watched the duel between two of them. Gwen looked worry and scared as she couldn't bear to see Kevin to gone crazy and killing. Ben groaned in pain as he slowly gotten up from the ground. He then saw the duel as well.

Vilgax was critically badly wounded and damaged. Kevin then unleashed Eye Guy's powerful blasts in blowing him off. The Squid Warlord dropped to the ground very hard, making the latter groaned and moaned painfully from getting up.

"Time to finish you once and for all," Kevin said amusingly, "Say goodbye, Vilgax!"

Vilgax snarled as he held and pushed the detonator controller's button up, "Fool, die!"

 ** _BOOM!_** Kevin screamed in pain upon feeling exploding grenades around of his body. The mutated Osmosian groaned and moaned in defeat as he dropped to the ground hard. Vilgax groaned and moaned as he struggled in standing up. He armed and readied his wrist blade.

Vilgax snarled, "This ends... Now!"

"Yeah for you!" Way Big's voice exclaimed. Vilgax looked up and found him charging at the Squid Warlord. He roared, "Get the hell out of our home!"

Vilgax groaned, "I hate this planet..."

Way Big gave a powerful kick at Vilgax, thus throwing the Squid Warlord all the way out of Planet Earth. Way Big sighed in relief as he transformed back to Ben. He and his friends turned and checked on Kevin, who is still in his mutated form.

Ben hissed in concern, "Is he?"

"Alive," Torrac said calmly, "But now unconscious..."

"Kevin, get up! Come on! Wake up now!" Gwen pleaded, "Damn it! Wake up!"

"Kid, not like that," Hector said calmly while snickered, "Like this! Wake Up Slam!"

Hector jumped up while giving an elbow slam on Kevin's guts, waking him up. The mutated Osmosian screamed and cried in pain. And at the same time, Hector touched his left hand on Kevin's forehead in absorbing and removing all of aliens' powers out of him. All of them have transferred into him. Everyone was in shock and surprised.

And just before Hector could begin to mutate, he screamed out loud while having his right hand stretched out in firing powerful energy out to the sky. With everything out, Hector sighed in relief while relaxing his arms. Kevin was screaming in pain.

"What the hell was that?!" Kevin demanded in anger while screaming, "That hurt!"

Hector gave a knuckle punch on Kevin's head, "No! Seeing you mutated into a monster is hurt! That was reckless of you, Kevin!"

Kevin groaned, "I did what I have to! Otherwise, all of you are getting some serious butt kicking! Don't you think I deserve some thank you?!"

"Thanks, Kevin!" Gwen thanked before kissed on Kevin's cheek. She then gave a glare, "Don't do that again! I hate it!"

Kevin gulped while blushed in red, "Dully noted."

"Though it's over," Torrac sighed, "We have yet to find the cure..."

"Don't worry. Cooper and Baumann found it," Max said calmly. Everyone looked at him. He sighed, "Thanks to them, they saved the lives in time. And of course, they also decontaminated the water pipeline. We don't have to worry about it. Bellwood is safe now."

Hector nodded, "Yeah. That's a good to hear. After getting rid of powers Kevin as carrying, it makes me so exhausted and tired. I need some serious rest now."

Max nodded, "Agreed. I'm too old for this."

Ben cleared his throat. Kevin turned and glared at him, "What do you want? Want to threaten me?"

"Just wanna say... Thanks for saving out butts," Ben said calmly. He held his hand out to Kevin. He smiled, "You're cool. Glad you didn't turn on us."

Kevin was surprised yet happy as he held Ben's hand of being lifted up, "Thanks too, Ben."

Gwen sighed, "I'm glad you two finally put your difference aside. I was so worried about it."

"I was looking forward for rematch..." Technorg said dryly and angrily.

"Well, okay. Glad that everything has turned out well," Hector said calmly, "I think it's time we can go home now."

"Agreed. Let's go home," Max nodded in agreement.

Ben, Gwen and Technorg nodded in agreement. Gwen then gave a kiss on Kevin's cheek, before giving her noogie on her hair. This annoyed and disgusted Ben and Technorg about the scene. Ravagers also felt the same way as well. Ben's team turned and headed off to meet up with others while Hack Ravage Gang did the same thing.

Max turned to Kevin. He held the young boy's shoulder, "Kevin, I need to talk with you."

Kevin turned and looked at Max, "What's up, Max?"

"You did well, Kevin for sacrificing yourself to help and save everyone. Your father would be proud of you." Max commented. Kevin was in surprise and shock. He continued, "I've known your dad for a long time. He was a good partner I ever had. But I'd better let your family to tell you about him. I came here to propose."

"What is it?"

"Would you like to join the Plumbers like your father did? And it's about dealing with world's problems and aliens, not fixing pipes."

Kevin was surprise but uncertainty, "I don't know."

"Don't worry," Max said calmly, "I'd let you decide. You'd better go with your uncle before he lose his temper again."

Kevin nodded in understanding, "Yeah. I'll think about it."

Max smiled as he turned and met up with other kids. Kevin returned to his group. He then found Hector looked annoyed and strict.

"Max ask you to join Plumbers?" Hector asked dryly. Kevin looked away. He sighed, "I hate this idea. But I'll think about it. And so does your mother. Just don't tell her about our activities."

Kevin nodded, "Got it. So, you'd think you can teach me about some tricks especially getting rid of powers?"

"Sure. It takes lots of practice and training about your powers. It's no easy job. Plus, if you do wanna be a Plumber, you'd need to know more about being criminals and what they do in their business. Lucky for you, Hack Ravage Gang got everything you need."

"Cool. Can't wait to try it."

"Just don't tell your mother. She always nag on my back..."

* * *

Deep in space...

Vilgax was floating in space after he was kicked off by Way Big as he was about to die. However, Vilgax's Battle Spaceship has arrived to the location as it rescued him to the hanger bay, where Psyphon and his remaining drones were waiting.

Vilgax groaned in pain, "Damn it. I've been defeated again. I cannot accept this."

"I am sorry for your defeat, master," Psyphon said in concern. He even brought the book before his master. He smirked, "Rest assure. You will regain what you have lost especially taking revenge on Ben 10."

"How?"

"With this book Galactic Code of Conduct, you will regain everything especially earn both fear and respect from the universe. And at the same time, I have a plan and invention that will help you become more powerful and devastating to get your revenge on him."

Vilgax hummed thoughtfully before smirked, "I'm listening. Tell me more about your plans..."

Psyphon nodded, "As you wish, my master..."

 _END..._

 _Review and Suggest..._

 **Main Casts:**  
Meagan Smith: Gwen Tennyson  
Greg Cipes: Kevin Levin  
Tara Strong: Ben Tennyson  
David Wald: Vilgax

 **Minor Casts:**  
Dee Bradley Baker: Wildmutt, Psyphon  
Paul Eiding: Max Tennyson  
James Horan: Hector Levin  
Scott Porter: Torrac  
Dante Bosco: Dragoon  
Bill Fagerbakke: Bearkill  
Grey Griffon: Frozen, Serviper  
Drake Bell: Spiderstrike  
Alexander Polinsky: Argit Jr.  
Phil LaMarr: Jonesy  
Alyson Stone: Lucy Mann  
Sean Marquette: Cooper Daniels  
Kelly Hu: Julie Yamamoto  
Travis Willingham: Technorg  
Richard McGonagle: Four Arms  
Fred Tatesciore: Way Big, Gunblaser

 **Cameo:**  
George Newbern: Frank Tennyson  
Juliet Landau: Natalie Tennyson  
John DiMaggio: Will Harangue


	9. Episode 9: Haunted Season

**Episode 9: Haunted Season**

In the afternoon; Ben, in his XLR8, was running across the Bellwood City. He has skipped the school again as he was bored from studies. As he was scouring the city, he the heard some strange yet dark and sinister eerily voice in his head.

 _ **"You can run..."**_ The sinister voice said darkly, _**"But you can't run from your shadows, Ben..."**_

XLR8 grunted a bit while rubbing his head gently, "What the heck was that about?  
 ** _  
SCREAMS! BANG!_** XLR8 heard the noise as he quickly his his Omnitrix and shifted to Stinkfly. He flew up to the sky as he was searching and looking out for the screams. He then found couple of robbers were attacking and robbing the bank. And at the same time, they were dealing with the police, who were taking cover while taking down the criminals.

Stinkfly flew straight to the area before he shifted to Cannonbolt in landing down on the ground. He called the police to move aside. As they did, he throttled up his rolling power. He charged into the bank while his armored rolling ball deflected the bullets from direction. He then rammed and bounced in knocking out the robbers from consciousness at ease.

After defeating the robbers, Cannonbolt stood up before the some scared and worried innocents, who were hiding underneath the tables, office or even squatted down without moving.

"Easy, everyone," Cannonbolt called the people, "No need to panic! Everything is fine!"

 ** _"No... Everything is not fine..."_** The strange and dark sinister voice said darkly.

Cannonbolt turned to his back as he found a scary yet disfigured familiar ghoul floated before him. And at the same time, the ghoul smirked in upside down as he grew enlarger and larger.  
 ** _  
"Hello... Ben..."_** The scary ghost said darkly.

"G-Ghostfreak?!" Cannonbolt panicked in fear, "H-How?! I saw you turned to crisp from last two years ago!" He yelped upon feeling something on the ground. He found himself floated in middle of the night. He gulped, "What's going on?!"

 ** _"You thought you could get rid of me? How foolish you really are, Ben?!"_**

"Why won't you leave me alone?! I'm sick of seeing your ugly mug!"  
 ** _  
"Insult me as you want. As long the Omnitrix has my DNA,"_** Ghostfreak said darkly and evilly as he pointed his sharped nail on Cannonbolt's Omnitrix Symbol. He chuckled, **_"I will and always come back. And when I do, the Omnitrix will be mine!"_**

Cannonbolt snarled, "Fat chance, Ghostfreak! You can't touch me!"

Ghostfreak chuckled as he grabbed and held Cannonbolt in his tight grip, **_"However, your watch will timeout sooner or later. And even you did resist and escape me, I will find someone or a certain family that is suitable for my taste to hunt and bring you down. And I believe a girl stole and worn your heart. Her name was Julie, wasn't it?"_**

Cannonbolt grunted in anger, "Leave her out of this! She has nothing with this!"

 ** _"Too bad..."_** Ghostfreak said amusingly as his head shifted into Julie's face with the scary demonic eyes, **_"Because I look forward of using her to make you suffer and die! Either way, I will be the victor of claiming your Omnitrix!"_**

"Damn it. This can't be..."

 ** _"I believe a term that involved of our little game - Game Over!"_**

And just before Cannonbolt could do anything, Ghostfreak screeched out loud as he opened his mouth out. He was about to put the screaming Arburian Pelarota into his mouth. And at the same time, he got transformed back to Ben as he was falling inside Ghostfreak's long throat to the stomach. Is this the end of him?!

* * *

 ** _SCREAM!_** Ben fell off from the bed as he dropped hard on Sam to the ground. The dog yelped in pain by the impact. They both groaned and moaned in pain. But luckily that Ben has suffered is a dream while he was alive.

"Sorry, Sammy," Ben apologized to Sam, who whined and groaned in annoyance. He turned and glared at his Omnitrix. He turned it to 'Ghostfreak' Slot. He sighed while rubbing his right eye, "Sometimes, I really hate nightmares like him. I'd just wish he's gone for good..."

Unknown to Ben, his left arm shown in mutating as the purplish colored skin was covering his whole hand. As he removed his hand from rubbing right eye, he opened his while revealing a purplish demonic eye briefly before returned to normal. And at the same time, a sinister laughter was sounded within the Omnitrix, which has a feinted dark purple glowing light briefly.  
 ** _  
"I'll be free..."_**

* * *

At Pyramid Giza, Egypt, a strange yellow vortex appeared above the first one. Two familiar creatures came out from it. They were all screaming frantically and fearfully as they were dropping and falling down the pyramid until they landed on the desert sands. They both groaned and moaned painfully as they slowly recovered and got up from the ground.

"Made it back..." Dr. Viktor panted heavily briefly. He sighed, "I thought we'd be done for." The Mummy groaned a bit while nodded in agreement. He grunted in anger while clenched his fist while it creates some electrical shocks, "Tennysons will rue the day for interfering my master's plan! I will make them pay for foiling it!"

As Dr. Viktor was firing up his giant pistons on back and his gloves with electrical powers, the Mummy approached and held his ally's shoulder while muttering in Transylian's Language. Dr. Viktor slowly breathed and panted calmly.

"Thank you, Tomahawk," Dr. Viktor said calmly. He sighed, "Either way, we must find and reunite with our master at once. And hopefully, he has another plan."

Tomahawk hissed in concern, "Where..."

Dr. Viktor hummed, "Good question..." He then heard some beeping noise. He turned to his right hand, which slowly mechanically revealed a monitor screen and shown an email. As he opened it, the email revealed the Transylian Language codes. He read them carefully before firmly nodded. He turned to Tomahawk, "Do you still have it?!"

Tomahawk unwrapped his bandages around the chest while revealing a familiar dark purple gems. Dr. Viktor smirked evilly and darkly before laughed a bit.

"Perfect... Let us rendezvous with him now. Our plan has yet to be at end..."

* * *

On the next morning, Ben was at his home's backyard. He was playing and practicing his kicking the soccer on the goalie's net. Technorg was busy in reading 'Hamlet' while playing the fetch with Sam. While his father headed out to work on some project, his mother went to market, buying some more ingredients for cooking food.

While three of them were busy with their activities, Gwen entered Tennyson's Resident as she was looking for her cousin. She came to the backyard, where she found them. She called them as they all greeted her. Gwen took her seats on the bench.

"Surprise to see you here and not hanging out with Lucy or Cooper," Ben said amusingly.

Gwen sighed, "Unfortunately, Lucy caught flu by the raining storm while Cooper gone for science camp again."

"Man, is he always on the science project?"

"Well, he's Cooper. And you know how much thinking about experimenting and making science projects. He's always enjoy it."

"True enough." Gwen remarked amusingly. She then noticed Ben looked moody and tired as he was kicking the soccer ball up and down for few times. She hummed in concern, "Ben, you're okay? You look like you just have the worst nightmare again."

"Huh? I'm fine," Ben said in annoyance. He sighed, "Just a bad dream. Nothing serious. That's all."

"Hopefully, it's not Ghostfreak Nightmare. The last thing I want again is either him possessing me or using Corrodium to turn into monsters again."

"Don't remind me of that. I really hate it. Believe me. I'd never ever wanna turn into Ghostfreak again. He freaked me out for one day enough!"

"True. I also had enough of him too," Gwen said in agreement.

Gwen then noticed Ben, who looked tired while playing soccer ball endlessly. She can tell that he was really distracted and tired by the nightmares, even though he won't admit. She needs to think of somehow to help him. She gasped before smiled slyly.

"You know, Ben. Julie has been in Bellwood for almost 2 months."

"Yeah? And?"

"We should show her more about our town."

"Great idea, Gwen," Ben smiled as he kicked the soccer ball up by his right leg, "You, me and others will show Julie our Bellwood. She's gonna love it."

Gwen sighed while rolled her eyes in annoyance, "Ben, I meant only Julie and YOU."

Shocked and surprised by Gwen's words, Ben paused as the soccer ball came down and hit his head hard. Everyone looked surprise and confuse by Ben missed hitting the ball.

"Ben, are you okay?" Gwen asked in concern.

Ben hissed nervously while rubbing his head, "Sorry, Gwen. I can't. I've gotta give teach my essay tomorrow. Gotta get it done."

Gwen, Technorg and Sam gave the annoying looks to Ben, who became more nervous and worry. They knew something is not right with him.

"That is very poor excuse, Benjamin," Technorg remarked amusingly.

"You're not fooling anyone, Ben. And also, tomorrow is Sunday. And of course, I would more gladly to wash myself with Wildmutt's saliva then believe that you will choose your homework to anything else." Gwen said dryly, making Ben groaned in defeat. She sighed, "Ben, what's wrong?"

Ben sighed, "Fine. I'm actually afraid and worry about Julie won't hangout with me anymore after what happen to Kai and Elena."

"Ben, there was nothing you can do to change their minds. Kai doesn't care about you, just want your Benwolf while Mr. Validus and Elena were moving away for no reasons. And plus, she doesn't mind hanging out with you. After all, she thinks awesome. You did literally translate her language into that, right?"

"I guess..."

"But, I'm sure you'll get over it. You always does."

"Kicking bad guys' butts is one thing, but dealing with girls. I kinda nervous and uneasy with them especially the pretty ones like her. I'm such a doofus."

"Seriously? You? Doofus?" Gwen asked in surprise. Ben gave the glare at her. She sighed. "Good point. But that wasn't insult. That was to snap you out from being overconfident or doing something stupid. I'm pretty sure you did the same thing to me."

Ben yelped in embarrassment, "Kinda of?"

"Never mind about that," Gwen said in annoyance, "The point is that you need to stop worrying about hanging out with her because she really likes and cares for you. Just be yourself and have some time with her like friends. That's all."

"I can do that. But what about the bad guys? I'm pretty sure that they're gonna screw my life up."

"No worries. I've got Jonesy and Technorg to help me deal with them. If things go south, we'll call Kevin and Ravagers for backup."

Ben smirked amusingly, "Right... You'd just want to hangout with him after all, you've got crush on him, right?"

Gwen blushed in surprise, "Okay, you've got me there. But seriously, just take day off with her. How about it?"

"Gwen, I thought I would never said this words but-" Ben said in surprise. He turned and hugged Gwen passionately, "You're the most smartest person in this universe, and best cousin every person dream for. If you say somebody about this, I'm gonna get you!"

Gwen giggled amusingly as she gave Ben a hug, "Thanks Ben. And I know you would." As both cousins departed, she smiled while giving him a fist punch on shoulder, "Go for it, hero."

Ben nodded, "Goodbye Gwen! And thanks!"

Ben then headed off at once to find Julie, while leaving Gwen, Technorg and Sam behind.

"That's something you don't see everyday," Technorg remarked amusingly, "I thought you and him get into heated pointless argument."

"True, but he and I are good cousins," Gwen commented. She turned and looked at Technorg, who was holding the book, "Hey, whatcha you're reading? I'm surprise that you read one of William Shakespeare's books."

Technorg chuckled uneasily, "Well... I enjoyed 'challenging' especially new words to follow..."

* * *

Inside the subway, the purple thunderstorm clouds appeared as it unleashed its powerful lightning on the ground. Dr. Viktor and Tomahawk appeared on the very spot. They both looked around of the surroundings. They even brought shuttle's parts as well.

"Not much of lab," Dr. Viktor said in disappointment before smiled, "But it will do. Let us begin searching for materials and tools now. If anyone especially that boy stands in our way, do not restrain yourself. Wipe them out."

Tomahawk hissed and bowed humbly, "As you command..."

Dr. Viktor smiled, "Excellent... Let us begin to work at this 'Bellwood'..."

* * *

At the Bellwood Streets, Ben was taking Julie for a tour across his hometown. Other than touring, they both also done other activities such as watching movies, playing arcade games, playing some sports - soccer, basketball and tennis, and even having some lunch at Burger Shack. They were now having some discussion and chats especially involving his adventures, which she giggled a bit.

"Seriously? You used Rustbucket's freezer in firing some ice cubes at the bikers? And seriously, you hated Super Alien Hero Buddy Adventure TV Series?" Julie asked in surprise. Ben nodded proudly and uneasily. She giggled a bit, "And to be honest, I actually like you stuck being Grey Matter at your alien admirer's house."

Ben groaned, "Aw man. Why do I even open my big mouth about it? That was so embarrassing for hitting my watch."

"Actually, I find it cute," Julie remarked amusingly. Ben looked at her in surprise before smiled happily. She continued, "And of course, I find it cute when you get little mad at the little toy version of Four Arms. Or should I say 'Handy Alien Buddy'?"

Ben groaned in anger, "Please, don't mention that name to me again! I hate it!"

"Relax, I was kidding. But seriously, your summer vacation sounds very awesome and cool. I sure wish my life is better as yours."

"Huh? How come? Why would you think that, Julie? I'm mean your home wasn't worse as mine."

"You have no idea. Back from Japan, everyone thinks I'm weird and odd because I liked challenges, sports and action heroic manga and anime. Even I moved to Denver from two years ago, it's the same thing happen to me. I'm an outcast."

"So, not true, Julie. I also felt the same way," Ben said in disagreement. Julie looked at him oddly. He sighed, "Trust me. I wasn't very popular as today too. Everyone thinks I'm odd too." He snickered amusingly, "At least, you're not big loser as I am."

Julie giggled amusingly, "That's something I didn't expect. But at least, you got cool watch and even have some awesome family too."

Ben scoffed, "Well, if you don't keep get nagged and lectured by my cousin and grandpa about being a proper 'hero', I'd be grounded for years!" Julie then laughed amusingly out loud. Ben smirked, "See, Julie? I'm also not awesome and perfect."

"Really? Coz the last time we talk about your adventures, you bragged about how awesome you are being a hero. Talk about egotistical..."

"Alright, point taken. Geez, no need to be harsh on me about being a bragger."

"But still, you did learn something about what it means to be hero, right?"

"Yeah. It sure does. Thanks." Ben smiled, "I'm glad met you, Julie."

"Me too." Julie blushed a bit, "You're an awesome hero and friend I ever had, Ben."

 ** _BOOM!_** Ben and Julie looked through the window, where they saw a giant explosion that came from downtown. They both looked at each other for the moment.

"Nah. Gwen and Technorg can handle it," Ben said calmly.

"Seriously? Are you sure? You're not gonna help them?" Julie asked in concern. Ben nodded firmly. She sighed, "Ben..."

"What?! Gwen told me that she and her team can handle it while you and I hangout for fun."

"Seriously, Ben! Don't you think you should check on them? And what if they're in danger? What if people are gonna get hurt? Aren't heroes suppose to help and save the day, no matter what?"

"B-But I don't wanna ruin the day especially hanging out with you."

"Ben, I'm fine. And more importantly, I wanna see more of your cool aliens."

Ben was very reluctant and concern about it. He sighed in defeat, "Fine. Just stay away from the fight, got it?"

"Deal." Julie winked.

Ben and Julie headed outside. Ben transformed into XLR8 as he grabbed and held Julie up. He then rushed off at once to the specific location, where the explosion occurred.

* * *

At Bellwood Science Laboratory; the whole building has a large hole on entrance while on fire. Gwen, Technorg and Jonesy were battling with both Dr. Viktor and Tomahawk.

Technorg and Dr. Viktor have some fist fights on each other's face and chests for few rounds. The Frankenstein Monster activated his electrical shocking fist in landing some punches on Detrovite for few times. And just before he could finish the enemy off, Technorg blocked while slammed his mace at Dr. Viktor back. The warrior charged while slammed his mace at the monster's face, who quickly grabbed and gave him a headbutt while punching back for few times. But luckily, Technorg punched him back, Dr. Viktor fought back. Both of them continued punching and kicking at each other fierce and wild for few times.

Gwen and Jonesy were dealing with Tomahawk, who has his chest opened and lightened the Corrodium at them. They quickly behind giant debris from getting infected.

"I thought you'd say they were dead!" Jonesy asked in concern.

Gwen hissed, "They were! And not to mention, how they still keep that Corrodium?!"

"Bad?!"

"Really bad! That thing will mutate all humans into monsters! So, don't go to close to it!"

"Great! Any idea?!" Jonesy asked in concern.

Gwen activated her radioactive suit before passed another one to Jonesy, who got his. She then explained, "These suits will protect us from the Corrodium. But bad news, our suits can easily tear out or worse is that you can't use your powers!"

Jonesy groaned, "Great! So, we run?!"

BOOM! The debris broke to pieces as Tomahawk stood before Gwen and Jonesy, who looked at each other and screamed in fear. They all ran off at once while Tomahawk chased after them.

And just before the mummified alien could catch them, XLR8 came and gave a powerful punch at him. He then transformed into Benwolf, who unleashed a powerful Howling Wave at Tomahawk off. He then turned into Four Arms, as he charged and knocked Dr. Viktor off from finishing his attack on Technorg. He then began fighting back with his enemies.

While Ben was battling with two monsters, Julie came and helped her friends out.

"Julie, w-what are you doing here?!" Gwen asked in surprise. She groaned, "Don't tell me that Ben chose to come and fight with monsters. I told him-!"

Julie interrupted, "I convinced to help you. I was right, am I?"

"Can't argue with that," Gwen said in agreement. She turned and looked at Four Arms punching and attacking Dr. Viktor and Tomahawk. She hissed, "I just hope that Ben didn't forget about Corrodium. Because if his watch timed out soon..."

"He'd become a monster," Jonesy said in concern.

Julie hissed, "Please, be careful, Ben."

Four Arms continued fiercely battling with both Dr. Viktor and Tomahawk. Tomahawk wrapped him up with tight bandages on limbs and neck, allowing Dr. Viktor to punch him for few times. Hitting his Omnitrix Symbol, he turned into Feedback. He not only absorbed the Frankenstein Monster's energy, but also fired his tail's electrical beams at the mummified alien off. He jumped over to the back of Dr. Viktor as he unleashed full power of electrical power beam in knocking both monsters off.

As Feedback approached and readied to finish his enemies, he stopped at once in all sudden. His eyes glowed in purple while speaking in strange language, which both Dr. Viktor and Tomahawk understood. Both monster aliens grabbed what they wanted before summoned the purple lightning storm that struck on them to disappear. Feedback's action surprised his friends.

"Ben?! What was that about?!" Gwen demanded in anger. And just before she could demand, Feedback has his tail fired the electrical shot on her feet. She yelped, "Why did you do that for?!"

Julie gulped, "Ben?"  
 ** _  
"Kill you..."_** Feedback said darkly and eerily, which surprised everyone. He snarled, **_"Kill you all! I'll have my revenge!"_**

"What the?!" Jonesy asked in concern, "Dude, you're freaking us out! Why do sound like a scary ghost?!"

Gwen gasped, "No... It couldn't be!"

 ** _"Prepare to die, fools!"_** Feedback said darkly, **_"And this time, you will stand in our-!"_**

BAM!

Feedback yelped in pain and shock as he fell to the front hard. Gwen, Jonesy and Julie looked up and gave an annoying glare to Technorg, who is responsible for using mace to knock out his friend. As timeout occurred, Feedback returned to Ben, who slowly got up.

"What was that?!" Jonesy asked in shock and concern.

"Man, what a headache. What hit me?" Ben grumbled as he turned and faced to his friends. They all gasped in shock and concern. He was confuse and concern, "W-What?! Did I get a zit or something?"

Gwen gulped, "Worse than a zit. And it happens again!"

"Your face, Ben!" Julie said in concern, "It's... It's..."

"What?! What's wrong with my face" Ben asked in concern. Jonesy pointed at the shop's window. As he did, Ben gasped upon finding his face has mutated skull with demonic purple eye mashing up with his face, he has a long purple tail from his back, his left arm is purple skin and his right hand has claws. He screamed in fear and worry, "W-What's happening?!"

"What's going on?!" Julie asked in concern.

"We have to tell Grandpa about this," Gwen said firmly yet concern, "And hopefully, he doesn't come back again!"

* * *

After telling Max about Ben's condition, he quickly took Ben and others as they were headed straight to the Mount Rushmore or known as Plumbers' Secret Headquarter. Gwen and Jonesy also removed the radioactive suits. Arriving at the medical bay, they met up with Xylene, whom was an old friend Max called for help.

Ben was placed inside a strange white pod that fit for his whole body. The white smoke emerged from the holes as it was engulfing him a whole.

"So.. What is this stuff?" Ben asked in confusion before yawned loudly, "Why am I feel so sleepy?"

Ben slowly closed his eyes before snored peacefully. Xylene was pushing some buttons on control panel. Max and others watched in concern at Ben. They all were worried about him especially the strange eerily voice and mutated form he has now.

"What did you do?" Julie asked in concern.

Xylene patted Julie's head, "Don't worry, Julie. I merely put him to sleep until I figure it out of what is going on."

"Do you have any idea of why Ben is being mutated?" Max asked in concern, "I'm worry about the Omnitrix is being malfunction again."

Gwen hissed in concern, "Or worse. It could be him coming back from the death."

"Who?! What are you talking about?" Julie asked in concern, "Is Ben going to be okay?"

"I can't be sure," Xylene said calmly and firmly, "Don't worry, Ben will be fine. But I will find the answer of why the Ectonurite DNA is affecting and mutating him. Usually, Omnitrix only scanned and stored the aliens' DNA only, not memories and subconsciousness within them." She stopped as she turned and looked at Max and Gwen, "It did happen, am I right to assume?"

Gwen nodded, "Yeah. During the trip to Bancroft Academy, Ben was acting strange and weird for freaking out especially when he turned into Ghostfreak. He went rampage and nearly got Circus Freak Trio killed."

"And it turns out that Ghostfreak has been trying to break free from the Omnitrix," Max said in concern, "And he really did. We've managed to defeat him and he got himself burnt to crisp twice. We thought he's gone for good..."

Gwen looked at Ben's mutated form, "But seeing this again. He could be coming back."

Julie looked confused and concern, "So, Ghostfreak is..."

"Used to be one of Ben's first classic ten aliens," Jonesy explained, "And that guy is a bad news."

Technorg groaned, "True. Ectonurite are the creatures not to be underestimated because they're very manipulative and tricky creatures with their possession and phasing abilities. And one thing that is dangerous about them is their true power lies in darkness. The one we must remain vigilant is Z'sSkayr. He is the most feared and dangerous Ectonorite to deal with."

"So, what happen to him?" Jonesy asked in concern.

Technorg shrugged, "I'm not sure. He died for sometimes ago. But I heard that he has interest in Omnitrix but never get the chance."

"Could he be?" Xylene said in concern before shook her head, "No! I mustn't think that! Either way, I agreed with Technorg about Ectonurite. It's hard to tell of what trickery and plans they have. In fact, Ghostfreak's the only creature able to lay its dormant inside Omnitrix and to have his own consciousness. How is something I don't understand?"

Technorg hummed in concern, "Possibly that Omnitrix is more than just a weapon as everyone has thought."

"Maybe," Max said in concern as he turned to Xylene, "Can you restore his body back to normal?"

"It will take a while to understand his condition. This never happens before until today," Xylene said calmly. She turned and looked at Max, "It's best that you bring Azmuth here. He was the creator, after all. He should know about it."

Max hummed, "Yeah. I should have thought about it. I'm going to Galvan Prime now."

"I'm coming too," Gwen said firmly, "Ben's my cousin. I want to help him."

"Alright." Max nodded in understanding as he turned to Technorg, Jonesy and Julie, "You guys stay here and look after Ben. And if Xyline need something, please help her. She may have one ot two things that can help Ben. Hopefully, it won't be long."

"Got it," Julie, Jonesy and Technorg nodded firmly.

As Xylene began checking and diagnosing on Ben's condition while the rest were watching and hoping that he will be fine, Max and Gwen heading to get their Skipper Spaceship ready from hangar bay, hoping they can get and bring Azmuth to Earth to solve the problem.

* * *

At the wreckage subway, Dr. Viktor and Tomahawk brought all the materials and tools they need. They all began working and building their inventions for projects. It took them for three days to get it done. They have built two machines - a large laser-beam canon-like transport and ghoulish teleportation machine.

Dr. Viktor smirked, "It is time. We just need to wait for our master's command."

"Yes..." Tomahawk said darkly.

"And soon," Dr. Viktor said calmly, "This world will be covered in darkness. This will be ours forever..."

* * *

At Medical Bay of Mount Rushmore, Xylene was working on Ben's conditional pod by typing and diagnosing on control panel. Julie was close to his pod as she was chatting and talking with him. Jonesy was checking on his computer while playfully showing off his electrical powers. Technorg was training and dealing with his dummies at the training hall.

Julie giggled while looking at the sleeping Ben, "And then, my cousin - Marinette." She giggled, "My little cousin can be very hopeless sometimes because I'm the only one have to clean up her messes and deal with her bully of hers - Chloe."

"Julie... I don't think Ben can hear you," Xylene said in concern while still researching on Ben's sudden mutation by Ghostfreak. She sighed, "He's in hibernation now."

"I know." Julie said calmly before sighed, "I just like talking with him because..." She blushed in red, "He's the first friend I ever make in my life. I'm glad I met him."

"I know how that feels," Xylene complimented as she recalled about her first meeting with Max. She sighed, "I was like you too, Julie. I was too an outcast and slave when my planet was enslaved by Vilgax. We were losing our hope until Max and the Plumbers came. And the first time I met him, he was a good and kind friend. He helped me and my kind. And eventually, I decided to help him as well. And during that time..."

"You and him fell in love, right?"

"Why, yes. Ben told you, right?"

"Yes. Can I ask you something?" Julie asked. Xylene turned and looked at her. She asked, "Are you Ben and Gwen's grandmother?"

Xylene was surprised before laughed a bit, "I wish. But if I am, I wouldn't have left the Earth and stay here with them."

"Oh... I see. Do you know who she was? Ben and his family never mention about her."

"To be honest, Julie. I only heard that she and Max used to be lovers before meeting me. They were very close. I believed her name was Verdona."

"Do you know what happen to her?"

"I wish I knew, Julie. I really do," Xylene admitted in concern. She hissed as she felt thirsty in her throat, "I'd never though I could be so thirsty after 3 days. Anyway, I'll go and get some drinks. So, don't touch anything."

Julie nodded happily, "Got it."

Xylene turned to the entrance as she headed off to get her water drinks. Julie turned to her papers and pencil as she began drew her artworks. Jonesy came and checked on her.

"So, seriously, you glad met him because he's your friend," Jonesy asked amusingly before giving some smirk looks, "Is it you like him a lot?"

Julie yelped and blushed in red, "Shut up!"

As Jonesy and Julie were chatting and laughing, Ben surprisingly opened his eyes in purple color while snarling and hissing eerily. And shockingly, he phased throughout the pod's glass case. He climbed off from the pod while walking by his friends. They noticed it.

"Huh?! What the?!" Jonesy asked in shock and concern, "Ben?!"

Julie gasped, "H-How did you get out of it?!" However, Ben ignored her. She quickly grabbed and held his hand, "Ben, what are you doing?! You need some rest now! You're not well!"

Ben snarled as he turned and gave Julie a glare with his dark eerily voice, **_"Get your filthy hand off me, human!"_**

Julie gasped in shock. And just before she could ask, Ben grabbed and twist her hand a bit. This made her yelped in pain. He then kicked her off, in pushing Jonesy back to the ground hard. He turned and exited the back entrance at once.

"Julie, you okay?!" Jonesy asked as he helped her up. Julie nodded in shock. He hissed as he turned and looked at the entrance, "What the hell was that?!"

"I don't know." Julie said in concern, "That wasn't Ben."

"What happen here?! What did you do?!" Xylene's voice demanded. Julie and Jonesy turned to the front entrance, where she charged and checked on the pod. She hissed, "How did he get out of the pod?! He was in hibernation!"

"We don't know! He just got out from the pod and walked away!" Jonesy said frantically.

Julie nodded, "He sounds different too."

"Different?" Xylene asked in concern. She turned and looked at Julie, "Does he sound with scary and hissing voice?" Julie nodded fearfully. This make her eyes widened in shock, "Oh no! We have to find and stop him!"

"What's going on?" Jonesy asked in concern.

Xylene hissed, "It's Ghostfreak! He's coming back now!" Jonesy and Julie gasped in shock and concern. She groaned, "Whatever his plan is, I have to stop him! You kids stay here and contact Max now! We need all the help we can get!"

"No, we're coming!" Julie insisted firmly. Xylene was about to protest. She interrupted, "Ben's my friend! I won't leave him behind!"

Jonesy nodded, "Me too!"

Xylene sighed, "Alright. You're right about it. Stick close to me."

* * *

Ben continued walking down the hallway of Plumbers' Headquarter, he even passed by the training hall, where Technorg was training and honing his skills. The Detrovite spotted his friend walking through the hallway. While curious and concern, he decided to follow Ben by hiding behind the boxes and inside the rooms.

Ben has arrived at the teleportation chamber, where it was made of metals, more computers and technologies. He then activated his Omnitrix as he began twist and turn it for few times like he was trying to access some controls. His Omnitrix's green color turned into purple color while it began beeping noise like a homing beacon.

"Ben, what are you doing?!" Technorg demanded in anger.

 ** _"You shouldn't have come, Detrovite."_** Ben said darkly and eerily as he turned and gave demonic eyes glare at Technorg, **_"You should have stuck your nose to somewhere else, fool!"_**

Technorg snarled, "You're not Ben! What have you done to him?!"

 ** _"Nothing..."_** Ben chuckled, **_"Just making sure that kid doesn't interfere my plans again!"_**

"So... You're that Ghostfreak! The creature that escaped from Omnitrix!"

 ** _"Indeed, I am. But my true name is Zs'Skayr, High Ecto-Lord of Anur Phaetos!"_**

"W-What?! Zs'Skayr?!" Technorg asked in shock. He snarled, "It makes sense now. Just before your death, you followed Azmuth and tried to get it, didn't you?!"

Ben or Zs'Skayr smirked, **_"I did. But I found out that Azmuth was still in progress of building the Omnitrix while Myaxx was searching and collecting the DNA Samples for Primus to create life forms. But rather disappointed, I followed her and prepare to retrieve it. However, I was weakened and destroyed by Primus's powerful energy source."_**

"However, you have your DNA scanned, didn't you?!"

 ** _"Yes, when I possessed the Florauna, and so my DNA got scanned by Azmuth's foolish assistant! I'm always one step ahead of everything!"_**

Technorg snarled, "Not this time! I will free my friend now!"

 ** _"Too little..."_** Zs'Skayr said amusingly as the purple clouds emerged and struck the thunder on the ground. He chuckled, **_"Too late!"_**

And just before Technorg could ask, he got blinded and rammed by Dr. Viktor against the walls. The Detrovite got knocked out but not before he could activated the Plumber's Badge homing beacon. The alienated Frankenstein Monster turned and bowed before Zs'Skayr.

"Master, I am honored to see you live," Dr. Viktor said humbly, "Even though you possessed a human child..."

Zs'Skayr chuckled, **_"That maybe true. But..."_** He held Ben's hand up revealing the purple colored Omnitrix and another one was holding Corrodium, **_"I have the Omnitrix and Corrodium. By combining them both as one, it will make me more powerful and invincible! Now, go forth. Prepare for our kind to invade! Turn this living into our new home!"_**

Dr. Viktor and Tomahawk exclaimed firmly, "Yes, my master!"

Tomahawk got on the laser canon transport while driving it off to his destination. Dr. Viktor began preparing and plugging the wires to the teleportation machine, readying it for their kind to arrive and invade the Earth.

Zs'Skayr injecting the Corrodium into the Omnitrix, which gone haywire and shock while it glowed in purple. And at the same time, Ben's body began to mutating and transforming into something demonic and monstrous. He even laughed evilly and maniacally.

* * *

Following Technorg's homing beacon, Xylene was leading both Jonesy and Julie straight to the Teleportation Chamber. And at the same time, she even prepared the Null Void Projector ready while Jonesy armed with his electrical powers and Julie was inside the Mechamorph Armor.

Three of them arrived at the chamber, where they found Dr. Viktor finished his preparation for teleportation machine.

"What is he doing?" Jonesy asked in concern.

"Teleportation Machine? What could Ghostfreak be bringing?" Xylene said in concern, "And whatever it is, we can't let it happen."

"But where is Ben now?" Julie asked in concern, "I hope he's okay."

Xylene nodded, "Me too. I fear that Ghostfreak may have damaged Omnitrix by deactivating the failsafe. Ben may never come back."

Julie hissed in anger, "No, he can't be gone! He just can't!"

"Yeah. He always come back!" Jonesy said confidently.

Xylene sighed, "I have hope so, too. We have to stop Ghostfreak from achieving his mission!"

Xylene and her team charged in as they were heading straight towards Dr. Viktor, who was about to activated the teleportation machine. And just before they could take him down, a powerful blast of slimy greenish ooze hit and push them to the walls, where Technorg got knocked out. They all encountered the demonic mutated purple Spitter standing before.

"Ben?! Is that you?!" Julie asked in concern.

Jonesy gulped, "That doesn't looks like him!"

 ** _"Because I'm not!"_** Spitter exclaimed as he transformed back to the demonic version of Ghostfreak or Zs'Skayr. He chuckled amusingly, **_"Greetings, friends of Ben. I've been expecting you..."_**

"Ghostfreak..." Xylene snarled in anger. She then spotted the Omnitrix on Zs'Skayr's right claw. She hissed, "He has the Omnitrix!"

"What have you done to Ben?!" Julie demanded, "Let him out now!"

 ** _"Too little, too late. He's gone for good,"_** Zs'Skayr said amusingly before chuckled as he readied his Omnitrix, ** _"And now my master plan will finish from what it has started! And soon, this planet will be mine again! But I will not let you fools interfere it again! Prepare yourself!"_**

With a slam on Omnitrix, Zs'Skayr transformed into mutated demonic purple Four Arms. He roared wildly as he charged and attacked them. Luckily, Technorg quickly blocked and punched Zs'Skayr off.

"Technorg! You're alright!" Xylene, Julie and Jonesy exclaimed in relief.

"Yeah! I look forward for payback," Technorg said in concern, "What's the plan?! And where is that Thep Khufan and the giant transport?!"

Xylene gasped in realization, "That must be his master plan! He's trying to use the Corrodium on the Humans again! And even bringing his kind from Anur System to attack Earth!"

Technorg scoffed, "I'll deal with Viktor!"

Xylene nodded, "Julie and I will deal with Ghostfreak! We have to free Ben from that monster!"

"Don't tell me that I have to fight with the Mummy?!" Jonesy asked in concern. Everyone gave him the glare. He groaned, "Aw man! Why do I ask the stupid question?!"

Jonesy headed off to find Tomahawk at once while the rest were now dealing with Dr. Viktor and Zs'Skayr, who turned from Four Arms into demonic mutated purple Cannonbolt. Technorg and Dr. Viktor have some serious fist fighting while both Xylene and Julie deal with Cannonbolt, who bounced and rammed his attacks on them at once.

While they were battling, the teleportation machine has been activated and opened its portal to Anur System. Various monstrous and demonic creatures were screeching and roaring while marching and charging towards the portal. Time is running out...

* * *

Jonesy continued running and searching for the mummified alien and hopefully destroy the Corrodium Transport before the monster could fire it at the town and city. While he was looking for Tomahawk, he bumped on something in front of him. He looked up and found Tomahawk roared in anger at him.

Jonesy yelped, "I'm dead!"

Tomahawk launched his bandages in trying to wrap Jonesy up. But missed as the boy dodged and rolled over through his underneath path. He then started to run away. The mummified alien gave chase after him now while launching his bandages in wrapping and capturing him but always missed his chance for few times.

As Jonesy continued running and screaming, he managed dodged and eluded Tomahawk's capturing or using Corrodium power on him. And at the same time, he used his electrical powers in zapping and shocking the mummified alien for few times. Jonesy also used his surroundings in distracting and stopping the monster from catching up to him by throwing tools and stuffs at Tomahawk.

The attacks annoyed and angered Tomahawk as he determined to bring down Jonesy at all cost. The mummified alien launched multiple punches on the boy, but missed as he hit the walls, pillars, tools and machines. This gave Jonesy a chance in firing his electrical powers at him but this time, he missed as well.

Jonesy knew that he can't keep this up much longer. He has to think of something. He then realized that there is a way. He has to lure Tomahawk while heading to the machine. As he was close to the Corrodium Canon, Tomahawk captured him by wrapping on the leg while dragging him towards the mummified alien. The monster prepared the Corrodium Jewel aiming and glimmering at Jonesy.

"Sorry, Halloween is not my thing!" Jonesy exclaimed as he turned and zapped the Corrodium Canon. He summoned and brought out the wires as he placed them on Tomahawk's Chest, "Eat lasers, freak!"

And just before Tomahawk could do anything, Jonesy fired his electrical power at the Corrodium Canon, which powered up and running. And at the same time, the electrical energy surged through the wires, which zapped and electrocuted the mummified alien and the jewels.

Both Corrodium Jewels and the canon began overloading up, Tomahawk was still trapped. Jonesy quickly break himself out and hid behind the door.

 ** _BOOM!_** Jonesy held tight against the door from letting explosion breaking in and attacked him. As soon as the explosion calmed down, he slowly turned and opened the door. He found Tomahawk, Corrodium jewels and the Corrodium Canon have blown to pieces.

Jonesy sighed, "Never ever and ever watch the horror movies again. I hate it now..."

* * *

Xylene and her team were dealing with Zs'Skayr and Dr. Viktor as they were trying to shut down the teleportation machine before the monsters of Anur System come to the Planet Earth. Technorg and Dr. Viktor were having a duel. Xylene and Julie were struggling in dealing with Zs'Skayr, who is using Ben as his host to use and activate the Omnitrix against them.

Dr. Viktor had his back piston charging up that affected his whole body and glove. He slammed his right hand punch at Technorg, who blocked and held the attack before launched his mace at his enemy. The Frankenstein Monster, recovered from the attack, roared in anger while charged and slammed few punches on Detrovite, who quickly punched and slammed the mace back at him back. Both of them continued fiercely and determinedly battling with each other for few rounds.

"Give it up while you're still can!" Dr. Viktor exclaimed firmly as he punched Technorg to the ground. He then began to stomp his feet on the Detrovite for few times. He then gloated, "A foolish brute like you could only rely in strength to defeat someone, who has more intelligent, patient and dedication to his master. So, why don't you just-?!"

"Shut up!" Technorg exclaimed firmly as he launched a powerful uppercut jab on Dr. Viktor, who fell and dropped on the floor. He scoffed, "You talk too much."

Dr. Viktor screamed in anger as he got up and attacked Technorg, who blocked and fought back at him. Both of them continued punching and attacking each other for few rounds. Detrovite got pushed back as he was closed to the giant Null Void Projector. The Frankenstein Monster charged and was about to slam a punch on him, he quickly dodged and moved back while activated the Null Void Projector as its beam caught Dr. Viktor into it.

In mutated demonic purple Wilvine Mode, Zs'Skayr launched vines out in wrapping and trapping both Xylene and Julie tightly. As he brought Julie close before him, he was about to kill her. Xylene, used her telekinesis on some several objects and tools, threw them right at him from the back while freeing herself and Julie from him. They all landed on the ground.

Zs'Skayr roared in anger as he slammed on his Omnitrix and transformed into mutated demonic purple Diamondhead, who fired his Diamond Shards at both Julie and Xylene. Julie, in her Mechamorph Armor, fired the blasters at the diamond shards to pieces.

Xylene jumped over Julie. She charged and attacked Diamondhead, who quickly formed a sharp swords-like as he blocked the attacks while striking her down for few rounds. While he missed killing her, Zs'Skayr managed to wound her by hand, limbs and even the tail. And just before he could finish her, she flew up at once while summoning more tools and objects in throwing at him down. He was blocking and slashing the objects to pieces, he struggled in shooting her down as he got hit for few times. Hitting his Omnitrix Symbol, he turned into demonic mutated purple Eye Guy as he blasted and shot all of the objects. He then transformed into demonic mutated purple Stinkfly.

And just before Xylene could do anything, Stinkfly charged and rammed Xylene off. And just before she could do anything, he fiercely and swiftly attacked and injured her for few rounds. He then slammed his tail in knocking her to the ground. Stinkfly then transformed back to Four Arms as he was about to slam his fists on her but he was given a hard uppercut by Technorg. Both of them began punching and attacking each other for few rounds, though they got injured and wounded badly.

As both of them held each other's hands in standoff, Zs'Skayr shifted his Four Arms into demonic mutated purple Heatblast, who unleashed a full power of blazing flamethrower in defeating Technorg off. The defeated Detrovite fell and slide close to Xylene. He approached and readied another flamethrower to finish them off.

"Ben, don't! Don't do it!" Julie screamed and pleaded in concern. Heatblast turned and snarled at her. She gasped while moving back, "Please, don't do this, Ben! Please, come back!"

Heatblast chuckled as he readied his Fire Punch, **_"Ben is not here, little girl. There's nothing you can do now."_**

"No! There is! Ben fight him! Fight Ghostfreak off now!" Julie pleaded as she deactivated her Mechamorph Armor. She looked straight at Heatblast's eyes, "It's me - Julie! And you're the first friend I ever had! Please, don't give in to that monster!"

Heatblast remained silent while glaring at Julie. And just before he could strike at Julie, he yelped in pain and shock as if something just hit his stomach. His Omnitrix flashed and blinked in red briefly before turned to green. He turned and looked at her, and this time with his gentle eyes.

"J-Julie?! Is that you?!" Heatblast asked in gentleness.

Julie gasped, "Yes! It's me, Ben!"

And just before Heatblast could do anything, he screamed in pain as Omnitrix blinking between purple and green. And at the same time, Heatblast was arguing and shouting at himself like he has two personalities within him. He even accidentally hit the Omnitrix, turned into Ghostfreak Mode. This surprised and scared Julie off. She has to do something to help her best friend. She has to cheer and beg Ben to fight against Zs'Skyar's control over him.

Seeing Zs'Skyar was fighting among himself, Xylene and Technorg recovered while standing up. They both quickly charged in at once. While Technorg held Zs'Skayr from back, Xylene quickly twisted and turned the Omnitrix's ring as she was trying to access something to free Ben from Zs'Skayr. After she has re-calibrated the Omnitrix, she hit it.

 ** _BOOM!_** The greenish light blew both Technorg and Xylene off. They and Julie got blinded. After that, they looked up and found two Ghostfreaks - one was demonic and another is white plain ghost with two hands and purple eye. The Corrodium Jewel dropped to the ground before it broke into pieces.

"Ben?" Julie asked in concern.

 ** _"Noooooooooooo! This can't be! I had him under my control!"_** Zs'Skayr exclaimed in anger.

"I'm freed?! I'm freed!" Ghostfreak cheered. He turned and glared Zs'Skayr, "Time to teach you some lessons, Evil Ghostfreak!"

 ** _"Don't try and challenge me, boy! I am more powerful than you are!"_**

"I ain't afraid of no ghost, ghost!"

Zs'Skayr screeched in anger as he charged and attacked Ghostfreak by punching on face before the chest. But the evil ghost got punched back by good one. Both of them began attacking and fighting with each other fiercely and wildly for few rounds.

"We need to help, Ben!" Julie said in concern.

"We will! And I know what is his weakness," Xylene said firmly and confidently. She turned to Technorg, "Technorg, shut down the teleportation device now!"

Technorg nodded as he turned and headed towards the teleportation device. As he was looking while trying to think of how to shut it down, it has given him a big headache. He slammed and smashed the control panel and device to pieces, with his mace. With them being damaged, the teleportation device has been destroyed while the creatures of Anur System have sent back to their realm now.

Two alienated ghosts continued punching and attacking with each other fiercely and wildly. Zs'Skayr has taken the advantages as he grabbed Ghostfreak's chest before clawed and scratched on him for few times. The evil ghost slammed the heroic ghost to the ground as the timeout beeping sounded. Ghostfreak reverted back to Ben, who is struggling in getting out of Zs'Skayr's claws.

Zs'Skayr chuckled evilly, ** _"Looks like I win again, Ben. And this time, it's permanent for me to use your body for good!"_** Suddenly, something lighted and burnt him from his back. He screamed in pain, **_"What the hell?!"_**

"Taste the sunlight, Zs'Skayr!" Xylene exclaimed firmly.

Xylene and Julie used Sun Guns in lighting and burning Zs'Skayr's back, forcing him to back away from Ben. Julie passed another gun to him to use it on the evil ghost. They all have forced him back to the corner while surrounding him from escaping. And of course, Zs'Skayr is unable to phase through floor or walls since they were preventing ghost's phasing abilities.

Zs'Skayr screamed in anger, **_"This... can't... be... happening!"_**

Ben smirked, "Game over, Ghostfreak."

Jonesy has arrived to the scene as he found that the battle is over. He groaned, "Aw man! It's over already?"

* * *

An hour later, Max and Gwen have returned while bringing Azmuth to Mount Rushmore. At the hanger bay, Azmuth was checking and fixing Ben's Omnitrix while the alienated armored Plumbers have imprisoned Zs'Skayr inside the special pod that prevents him from escaping while using bright sunlight keeping him from escape. They all moved him into the spaceship.

 ** _"I will return..."_** Zs'Skayr snarled, **_"Mark my word, Ben Tennyson and Azmuth! The Omnitrix will be mine!"_**

Once Zs'Skayr Imprisoned Pod is inside the ship, the Plumber's Spaceship blasted off to the spaceship. It was heading straight to the specific area, where he can't never be found or escaped his prison again.

"So, you'd think he'll be stay at the special prison for good?" Gwen asked in concern.

Max nodded, "Hopefully. And this time, he won't cause the problem again."

"Agreed. And you were right, Max," Xylene commented. Max and Gwen turned and looked at her. She smiled, "He's indeed uglier Ectonurite I ever see."

Max and Gwen laughed at Xylene's joke. Azmuth took the core out of Omnitrix as he was repairing it while taking out a small greenish teardrop-like data chip. He then put it back into Ben's Omnitrix.

"There you go," Azmuth said calmly, "And don't worry, I already removed the Ectonurite DNA Codon Stream from your Omnitrix. He won't bother or frightened you again, Ben. It's a shame that you have to throw it away. It could have been good use."

Ben sighed, "Thanks. I have enough of his nightmares. And I really meant it. I will use him when I'm ready."

"Yes, I understand," Azmuth said in agreement before smiled, "And truthfully, his true form scares me than his protective skin. That scares me off my pants!"

"Wait! The Smartest Alien is actually afraid of a ghost? And seriously, did you just joke? That's something."

"Don't get use to it. I hardly have a good sense of humor." Azmuth said in annoyance, "But do me a favor again - stop damaging the Omnitrix. It's not your toy."

"Whatever you say, Azmuth." Ben shrugged. He turned and looked at Julie, who was smiling at him. He smiled back at her, "Julie, thanks for everything. I hope I didn't scare you."

"Of course, you did!" Julie scolded angrily, scared Ben off. She sighed before hugging him, "I'm glad you're alright. But do me a favor of never doing that again. I don't wanna lose my friend again."

Ben smiled as he hugged her back, "Yeah, me too. But thanks for sticking me out, Julie."

Ben and Julie were having their moment of hugging. The rest of his friends and family were laughing and snickering at the scene. Azmuth smiled at the scene before sighed happily. He turned and looked at the blue sky from the hanger bay.

"I sure wish you could see this, Zennith. You know that I finally change for better..." Azmuth commented in relief.

However as everyone was busy with their works and moments, Dr. Psychobus chuckled as he was watching the event from inside the hallway.

"Enjoy while it lasts, fools," Dr. Psychobus remarked darkly as he held a small hard drive by his small claw. He then snickered, "With this new information, I will have all the species I need to finish my creation. And soon, I'll show the world how inferior you and your kind truly are, my old friend..."

And the next thing it happened, Dr. Psychobus used his small remote control as he teleported out from Plumber's Headquarter...  
 _  
END..._

 _Review and Suggest..._

 **Main Casts:**  
Tara Strong: Ben Tennyson  
Kelly Hu: Julie Yamamoto  
Steve Blum: Zs'Skayr, Ghosfreak, Heatblast  
Travis Willingham: Technorg

 **Minor Casts:**  
Paul Eiding: Max Tennyson  
Meagan Smith: Gwen Tennyson  
Phil LaMarr: Jonesy  
Grey Griffon: Xylene  
Michael Dom: Dr. Viktor  
Dee Bradley Baker: Tomahawk, Stinkfly, Sam  
Fred Tatesciore: Cannonbolt  
Michael Rosenbaum: Feedback

 **Author's Notes:**  
1\. **_Marrinette and Chloe_** that Julie mentioned are from **_Miraculous Ladybug TV Series_**.


	10. Episode 10: The Magic of Friendship

**Episode 10: The Magic of Family**

Inside the old strange and creepy mansion's basement, two familiar enemies to Gwen Tennyson were setting up the ritual, along with some magic potions and a magic spell book. Hex, who was restored to his age from his infant stage, was holding his Staff of Ages while reading his magic spell book. Charmcaster was readying and putting some ingredients and magic potion into a large cauldron and cooking it up per her uncle's instruction. Both Hex and Charmcaster were performing an ancient ritual.

Charmcaster groaned in bore manner, "Uncle, remind me of why we're doing this?"

Stopped reading the book, Hex sighed in annoyance about repeating his purpose. He turned and glared at Charmcaster, "We're performing an ancient ritual that will help us summon a powerful creature with immortality and magic powers. With it, we'll become an invincible. And they will help us restore the Charms of Bezel!"

"And how can you be certain that this will work? I mean the Keystone failed because of Tennyson."

"Because, our location is hidden and we have all the ingredients we need to perform the ritual. And we are far away from Lucky Girl and her family. We will not be interfered again. And this time, we will succeed it!"

"Better hope so. We don't want to jinx it again."

"Watch your tone, my niece. You do not wish to suffer my wrath again, now do you?"

Charmcaster groaned, "No, uncle. Of course not."

"Good…" Hex smiled darkly. He turned to the magic book spell, "Now, to summon a powerful creature from the realm of magic - Equestria." His eyes glowed in yellow colors. The large cauldron also glowed while its water was shaking and bubbling wildly and crazily. He began chanted darkly, ** _"Silicus Milez Sasitatio – Equestria – Alpha Iuvenis Fortis Mannulus Stella Luna Tenebrae!"_**

BOOM!

The greenish water exploded and poured out from the cauldron while unleashing a powerful beam of yellowish colors. This caused forcefully pushed both Hex and Charmcaster to the walls hard. They both groaned and moaned in pain. They slowly recovered from the pain.

Hex and Charmcaster then found two creatures lying down on the ground – a lavender winged unicorn with navy mane and tail with streaks of dark purple and pink and her flank has sparkling large star with five little ones, and another is a black filly with purple gentle curved mane and tail, and has snake-like irises and her flank is crescent moon on dark blue shield-like. Both of them groaned and moaned as they too were recovering from the knock out.

"W-What happen?" The black filly asked. She groaned while looking at her surroundings, "Where are we?"

The lavender mare hummed, "I don't know. But this is not an Equestria or Canterlot High either for sure. And I don't like it here one bit."

Charmcaster whistled amusingly, "Wow, uncle, you really did summon some powerful creatures…"

Hex groaned and screamed, "Unacceptable! This is not what I wanted!" He turned and glared at the magic spell book, "Worthless spell book! I need an invincible creature, not these useless horses!"

"Excuse me," The lavender mare asked. Both Hex and Charmcaster turned and glared at her. She sighed, "I don't mind to be rude, but can you tell me where are we. And my name is Princess Twilight Sparkle." She turned and nuzzled black filly, "This here is my daughter – Nyx."

Nyx smiled and bowed humbly, "Hi."

"I can see you both are busy," Twilight Sparkle said in concern, seeing both Hex and Charmcaster glaring at her and her daughter, "If you show us the way back to Equestria, then we would be out of your mane or hair?" She groaned, "I should have the human's autonomy and dictionary for studies. It would have saved some embarrassment."

Hex snarled, "Now, why would I help you, talking horse?"

"Because I'm lost and have no idea of how to get home," Twilight Sparkle answered, "And second, I'm a pony, not a horse. That's difference and insulting too, Mister Creepy Old Man."

Charmcaster snickered while covered her mouth amusingly, making Hex turned and gave her a glare. He turned and readied his Staff of Ages, scaring and worrying Twilight Sparkle and Nyx.

"You dare mock me?! You will pay for it!" Hex exclaimed in anger.

Hex then fired his staff's powerful blast at two ponies. Twilight Sparkle summoned a lavender aura-like force-field to protect her and Nyx while deflecting the blasts at him. He dodged the attack as it hit the walls. Both Hex and his niece turned to the walls, where they found a large hole in it. They were in shock and surprise as they turned back to the ponies. Both Twilight Sparkle and Nyx were uneasy and worried.

"Guess we actually did get the right creatures," Charmcaster said in shock.

Hex smiled, "Yes. We actually do." He chuckled as he readied and aimed his Staff of Ages at Twilight Sparkle and Nyx. He smirked, "You both will be good use to me. Not only had you granted me immortality, but also the powers and restoring the Charms of Bezel! You both are mine!"

Twilight Sparkle groaned, "Great. Just what I need! Another powered hungry warlord! I'm not gonna let you take our magic!"

"Why us?" Nyx asked in concern.

And just as Twilight Sparkle had her horn glowed in lavender color, Hex used his Staff of Ages to summon powerful vines from the ground. They all coiled around of her body and hooves. And at the same time, he fired his Staff of Ages at her, absorbing and draining her magic powers into him. He sighed proudly.

"I can feel it! The power you possessed! It's incredible!" Hex chuckled evilly and darkly. He turned and glared at the frightened and worried Nyx. He smirked, "You're next, little one."

And just before Hex could do anything, Twilight Sparkle levitated couple of ink bottles at Hex and Charmcaster, blinding their sights. Nyx was about to help but her mother nudged the little one off.

"Nyx, you have to get out now! Go and find some help!" Twilight Sparkle exclaimed in concern. Nyx looked upset and uneasy. She hissed, "I'll be fine! Now go and get help!"

Nyx shook her head, "No! I can't leave you!"

Twilight Sparkle shouted, "Go! Go now!"

Nyx hesitated of it. Both Hex and Charmcaster were recovering as they both wiped the ink off. She yelped in concern as she turned and escaped by climbing up the stairs. Both evil magicians recovered as they found Twilight Sparkle trapped by the vines while Nyx was missing.

"That little filly escaped! Find and capture her now!" Hex exclaimed in anger.

"Do I have to?!" Charmcaster asked in annoyance. Hex turned and gave a glare to her. She sighed, "Fine. I'll go and find her."

Charmcaster climbed up the stairs as she gave chase for Nyx. Hex turned and glared at Twilight Sparkle, who glared at him back.

"While my niece finds that filly of yours, I'll take your powers and immortality," Hex said darkly.

Twilight Sparkle snarled, "Never!"

Hex smirked as he fired his Staff of Ages at Twilight Sparkle. As he was draining both immortality and magic, she screamed in pain and agony. As she was screaming in pain, she prayed and hoped that Nyx will get help and save her in time.

* * *

At the jewelry store of Bellwood, the Circus Freak Trio was robbing some jewels and gems. Thumbskull was dealing with some of law enforcers by brutal force. Using her tentacles-like hair, Frightwig was robbing and collecting the jewels into couple of bags. Acid Breathe helped his teammates by firing his powerful breathe of acid in melting and destroying machines and vault.

The Circus Freak Trio has collected and robbed jewels and gems enough. They all packed them up into their circus truck.

Acid Breath chuckled evilly and amusingly, "I love this job! Easy as pie!"

"Yeah," Thumbskull cheered, "No one can stop us!"

Frightwig nodded calmly, "Yeah. The boss is gonna get better sooner or later. And best of all, we don't have to worry about Tennysons again."

 ** _BOOM!_** Circus Freak Trio's circus truck got slammed and destroyed to pieces while the gang got thrown straight to the ground hard. They all groaned and moaned painfully as they looked up and found Four Arms stood before them.

"Oh no! Not you!" Thumbskull exclaimed in anger.

"Long time no see, freaks," Four Arms said amusingly as he cracked his fists tightly, "Thought you'd finally give up your crimes after Negative 10 got beaten and disbanded."

"Guess what, kid?" Acid Breath hissed, "We don't care."

"Yeah! We've got our old job and boss back," Frightwright said amusingly while armed and readied to fight, "Think you can take us on?"

Four Arms smirked, "I beat you once. I can do it again."

"Think twice, Four Eyes!" Acid Breath exclaimed.

Acid Breath took a deep breathe as he fired the acid at Four Arms, who dodged while let it spit on the truck. While the transport was melting down, he grabbed and thrown it at zombie-like mutant. Acid Breath yelped in fear as he was about to get crushed. Thumbskull grabbed and thrown it back At Four Arms. Both of them continued throwing transports at each other like playing dodgeball.

While Four Arms was busy dealing with two Circus Freaks, Frightwright used her tentacles in grabbing and holding him to the ground hard. Thumbskull charged and beat him for few times. Acid Breath inhaled as he readied to fire at him. Before he could do it, a strange magical glowing orb-like covered and trapped his face, thus he inhaled the toxic in him. Acid Breath yelped as he dropped to the ground hard.

Thumbskull was distracted in punching Four Arms, he has something hit on his head, causing the muscle mutant to drop to the ground. This allowed Four Arms used his four hands to grab and pull Frightwright as he threw her right at two Circus Freaks to the ground. Three of them groaned and moaned in defeat.

"Ha. Told you it's easy!" Four Arms remarked proudly.

Gwen scoffed as she entered the scene, "Yeah. If you don't get your tangled up."

Four Arms groaned in annoyance, "I could have taken them down. I beat them couple of times before."

"Yeah, right," Gwen said amusingly.

"Okay, you two, knock it off. As long you both work together, everything is fine," Max said in annoyance as he arrived at the scene. He turned to Circus Freak Trio, "Now, let's grab and take them to the prison, making sure they stay there for good."

As Tennyson Family approached the Circus Freak Trio, a grenade was thrown right on their feet. And just before they could react, it exploded and unleashed some strange gas. They inhaled it a bit. They then coughed it out loud and heavily as they struggled to breath.

While the family struggled breathing, they got punched and whacked for few times by Frightwright and Thumbskull. Three of them got thrown straight to the scaffold, near to newly construction site of building. Acid Breath unleashed his toxic of melting its supports. The whole scaffold shaken and broke apart. They fell straight down on Tennyson Family.

Seeing Tennyson Family is down, Circus Freak Trio quickly got up and escaped the scene while grabbing the jewels and gems. They headed straight to the strange yet ghastly clown car-like, where they found a familiar clown standing before them.

"Do I have to do everything by myself?" Zombozo asked in annoyance. Circus Freak Trio yelped and shivered in fear. He sighed, "At least, I get some paid back to that brat for he has done to me."

"Good for you, boss. But shouldn't be you inside the machine?" Thumbskull asked in concern.

Acid Breath nodded in concern, "He does have the point. You spent two years in this hunk of junk sleeping pod to get beauty sleep."

"True. But I can't beacuse you fools can't even get a job done right," Zombozo snarled a bit.

Frightwright gulped while showing the bags of jewelry, "At least, we got the jewels to power you up."

Zombozo hummed, "Hmm... Fair enough. Let's get out of here."

Zombozo and his Circus Freak Trio gotten into their car as they drove and escaped the scene. As the rubble and scaffold's parts were shaking and moving, Tennyson Family got out from it. They all groaned and moaned painfully as they were badly injured. Ben has injured left hand and little bleeding from his head, Gwen has some cuts on her cheeks, waist and right shoulder, and Max had a terrible bad ache.

Checking on his head, Ben found some bleed on his. He sighed, "Our parents are so gonna kill us."

"Tell me something I don't know. They're gonna blame grandpa again," Gwen remarked in annoyance while holding tight on her waist, "This is so not our day."

While rubbing his backache, Max sighed and gave an optimistic smile, "I'm pretty sure they'll understand it."

* * *

"I can't believe you!"

After they were patched up, Ben had his head and left hand bandaged up while Gwen has some patches on some cuts of her left cheek, right shoulder and bandage around her waist. Both Ben and Gwen hissed while looking uneasy and concern as they witnessed their parents scolding and shouting at Max about their children were badly injured.

"I know you said that you will take care of ours." Carl exclaimed in anger, "But this is not what we have in our mind!"

Frank nodded firmly, "Carl's right." He turned and pointed at the children, "Them?! Superhero?! This isn't funny at all, dad! This is serious matters!"

"I agree! We understand that you keep secrets from us because of 'classified'," Natalie said in annoyance and bit of fury, "But why our children?! Why must you involved of them?!"

Sandra nodded, "I agreed. They're just children! They could get hurt! And it's because of you!"

"That's not fair! You can't blame grandpa for this!" Ben exclaimed in anger.

Gwen nodded in agreement, "Yeah! He did his best to look after us! He even helped teaching and training us of how to use our powers!"

"Without him, Earth wouldn't be here at all."

"Yeah. Grandpa deserve some better treatment than scolding him for our injuries."

"Kids, stay out of this," Carl said sternly, scaring Ben and Gwen a bit. He turned and glared at Max, "Sometimes I don't understand you, dad. You don't trust me and Frank with secrets but you shared it with our kids?" He sighed angrily, "What were you thinking?!"

"Carl's right." Frank said in agreement with a bit of anger, "I always look up to you because of your teachings and morality of doing right. But keeping secrets from us and even let children to do your dirty work? I'm not sure that if I want to trust you again."

"He has the point," Sandra and Natalie said in agreement.

Ben, Gwen and even Max became more concern and uneasy with this. It's becoming more tense and serious than before. They don't really like it.

"What were you saying?" Max asked fearfully.

"Dad, don't visit us again," Carl said dryly, "In fact, we don't want our children to see and visit you either."

Gwen and Ben gasped in shock and anger. They were about to argue, but stopped by their mothers, who shook their heads firmly at them. They couldn't believe it. Their parents are forbidding Max from visiting them or vice-versa?!

Frank sighed, "And above all, our children are not gonna be involved of being superheroes or helping you with missions. That is final!"

Max was in shock yet calm and firm as he sighed, "I... I understand. I'm really sorry for this. I didn't want this." He turned and walked towards the door, "I'd never want to..."

Max opened the door and exited it. Ben and Gwen were about to chase and stop their grandfather. Their parents stopped them from moving ahead. They turned and glared at theirs, who glared back fiercely at them.

"We meant it," Carl said dryly.

"And it's serious, kids," Frank said dryly, "Unless you were attacked by robbers or thieves, you're not allowed to use powers."

"And above all, don't visit your grandfather," Sandra said firmly.

Natalie nodded, "He's not welcome to our family anymore..."

Ben and Gwen were in deep shock yet resented and upset about it. They hated how their parents treat their grandfather bad, but there was nothing they could do now. They wished that this could never happen if they didn't found the Omnitrix...

* * *

In the afternoon; Ben and Gwen met up with Julie, Jonesy, Eddie and Lucy. They told their friends about what has happened to their family. They all couldn't help but feel sorry and worry about it.

"Dude, that is so unfair," Jonesy said in upset, "How could your parents do that? I mean seriously! They can't do that!"

Lucy nodded, "Yeah! Grandpa Max is the best Plumber we ever had! Why would they do that to him?!"

"Because he didn't tell them about his secrets," Gwen said shamefully.

Ben groaned, "It's not fair! Totally unfair! Why can't they understand him? Sure he has his secrets from them, but he did because he cared and loved them so much. He doesn't want them to get hurt by the bad guys! That's what superheroes do! Everyone knows that!"

"Clearly that your parents don't," Eddie added in. Ben gave a glare at him. He yelped, "Look, my point is that even if he told them, then they would have trusted and understood him. Plus, I don't think they read superhero comic books because they see it as a joke than serious matters."

Julie hummed thoughtfully, "Eddie has the point about it. Can't blame them for what they did."

"But it's still unfair," Ben protested in anger, "there must be something we can tell our parents about grandpa loved and trusted us so much."

Gwen sighed, "Apparently, not. You saw what happen, Ben. I doubt they'll have some second thoughts about forgiving grandpa."

"Don't worry, guys!" Lucy cheered as she grabbed and hugged Gwen and Ben close to her, even though it hurt them a lot. She squealed, "I'm sure we'll figure it out! We'd always do!"

"Great! Lucy! Hurt!" Ben and Gwen groaned and moaned painfully upon feeling Lucy's hugging tightly on them especially the injured and wounded part. They squealed in pain, "PAIN! PAIN! PAIN!"

"Lucy, cool off your hugging," Julie insisted in concern.

Eddie nodded in concern, "You're killing them."

"Ooh! Sorry," Lucy giggled uneasily as she let go of hugging Ben and Gwen. They both panted heavily while sighed. She sighed, "I guess I don't know my own strength."

"Seriously. How strong are Sludgepuppies?" Jonesy asked curiously.

And just before Lucy could answer, Ben and his team heard some screams. They looked up ahead, where they found many people were screaming and panicking while running away from something or someone. Behind the people was Charmcaster, leading both the army of clay monstrous dogs and bats. They were looking around the surroundings as they were searching for the pony.

"Charmcaster?!" Ben and Gwen exclaimed in concern.

"Bad guy?" Lucy asked. Ben and Gwen nodded firmly. She turned into her Lenopan Form, "Alright. It's time for action!"

Eddie held and stopped Lucy, "Oh, we listen to what she's after. Hide now!"

Ben and his friends hid at the alley while watching the event, hoping to get some information from Charmcaster of what she was after. She and her clay monsters were passing the alley Ben and his friends were hiding. They all listened to her mutter.

Charmcaster snarled, "You can run all you want, little pony. But you can't hide for long!"

Charmcaster continued her search, with her minions. Ben and his friends looked at each other for some discussion about the problem they faced.

"Okay, what the heck was that?" Jonesy asked in concern.

Gwen hummed, "I don't know. But if it's involved with magic powers, it can't be good. We need to stop her from searching for 'pony'."

"Seriously, what does a horse do for her?" Ben asked in amusement.

"We won't know if we hide," Eddie said dryly as he took his black strange disc-like. He pushed a blue button. He placed it on his chest. The disc unfolded the black suit-like that covered his whole body with blue laser-like patterns on him, metallic armored gauntlets and has cyber-like shades. He smiled, "Time to test my new gadgets."

"Cool! I wanna help too!" Ben exclaimed before groaned in pain. He looked at his injuries, "Aw man... If I wasn't badly injured..."

"I don't think we can help too, Ben," Gwen said in concern.

"I'll stay to look after them," Julie said calmly.

"The rest of us will deal with her heads on and get some answers," Eddie said firmly, "Let's do it!"

Both Lucy and Jonesy readied their powers. She was in her Lenopan Mode while he readied his electrical and static powers. Eddie led them to chase and engage a battle against Charmcaster. Julie remained behind to look after Ben and Gwen.

* * *

Charmcaster and her clay monsters continued terrorizing the city while searching for her targets. Eddie, Lucy and Jonesy jumped to the front of the villainess. They all readied to fight.

"Stop right there, Charmcaster," Eddie said firmly, "You won't go further."

"And you are?" Charmcaster asked unamused.

"We're..." Jonesy stopped in realization, "Good question. What are we again? Like Team E? Team L? Team Static? Or something?" He hummed while showing off his static on his hand, "I kinda like being Static. And you two. I think she can be called 'Sludge' and Eddie is 'Tron'. How about it?"

Lucy groaned, "Really? Now? Giving the nicknames or codenames when we're in the middle of fight!"

"Guys, fighting bad guys, remember?" Eddie asked in annoyance. He and his friends turned to Charmcaster, "Whatever you're looking for, this ends now, Charmcaster. We're gonna stop you!"

Charmcaster rolled her eyes in annoyance, "Oh, please. Like you can be any challenge as Lucky Girl." She smirked amusingly as she readied her dark magical powers, "But toying with you will be much more fun..."

Lucy gulped, "I've got a bad feeling about this..."

"And I don't think I'm gonna enjoy this," Jonesy said in concern.

Eddie hissed, "Everyone, get ready now!"

"Oh. Goodie..." Charmcaster said amusingly as she readied to fire her blazing fire magic, **_"Berdie Mordo Nata!"_**

Charmcaster fired her blazing fire magic at Eddie and his team. Thanks to Eddie's strong force-field, he blocked the attacks. They all charged and engaged her at once, while dodging and blocked the attacks as well.

* * *

As the trio were watching the event, Gwen heard a 'clanking' noise. She turned and looked back as she found a tin can was rotating around, making her suspicious. Both Ben and Julie turned and checked on her.

"What is it?" Ben asked in concern.

"I thought I saw something." Gwen said suspiciously while looking ahead. She hummed, "Come out now. I know you're there. Show yourself."

But no response. Gwen was still glaring at the area as she knew that someone was still there. She decided to march towards the area now. Ben and Julie were uncertain about it. Nevertheless, they followed her, making sure she doesn't do something stupid.

"Gwen, are you sure someone is there?" Ben asked in concern.

Julie nodded, "Yeah. I don't see anyone there either."

"I know it's there. I just need a correct spell," Gwen said firmly and calmly. Her eyes glowed in blue while chanted, **_"Magus Sensus!"_**

Using her magical eyes in scanning the alley, Gwen found a creature's silhouette behind the trash cans. She even sensed its aura to be black yet she felt it very pure and good. Her magical aura from her eyes disappeared. She approached to the trash can and spoke calmly.

"It's okay. We're not gonna hurt you. I promise," Gwen said gently and calmly.

Confused and worried of what Gwen was doing, Ben and Julie remained firm and readied for anything. While they were still waiting, something did slowly and cautious emerged out from the trash can. And it turns out to be a familiar black winged unicorn, which surprised them.

"You've gotta be kidding me..." Ben said in annoyance, "You mean that is 'thing' was watching us? This must be a joke!"

Gwen groaned at Ben's rudeness, "Ben..."

"Hey! I'm not a 'thing'! I'm a pony!" Nyx exclaimed in anger, surprised Ben and his friends. She sighed, "And I have a name too. It's Nyx!"

"What the heck?!" Ben asked in shock and concern.

"Oh my gosh! She talks!" Julie said in shock and surprise. She squealed happily as she grabbed and hugged Nyx tightly and passionately, "And oh my gosh, she's so cute!"

Nyx groaned in pain, "Too tight! Too tight!"

"Julie!" Gwen called. Julie quickly loosened hugging on Nyx as she smiled uneasily. She passed the pony to her. She sighed, "Sorry about that. Girls loved cuteness. And trust me, you're very cute, Nyx."

"Uh, thanks... But who are you? Are you with that creepy sorcerer?"

"Creepy Sorcerer? You mean Charmcaster? You're the one she's after? What does she want from you? And where did you come from?"

"If I tell you, you'd find it hard to believe," Nyx said in concern.

Ben sighed, "We've got lots of weird stuffs happening to us like fighting bad guys, robots, mutants, aliens, magicians and some creepy monsters. I'm pretty sure that it's no different."

"Okay..." Nyx said in surprise, "You're the second group of humans to be okay with weird stuffs and even ponies." She gasped, "Speaking of that, why I wasn't turned into a human? I'm sure going through the portal turned it into one."

"W-What?!" Ben, Gwen and Julie asked in confusion.

"I'll explain later," Nyx said calmly. She noticed the injuries Ben and Gwen have. She hummed in concern, "You must be seriously injured. Good thing I know a spell that can help you."

Ben and Gwen looked surprise and confuse, "Huh?! What are you-?!"

Her horn glowed in dark navy aura, Nyx fired at Ben and Gwen, who yelped in surprise as they felt magic surging and flowing through their bodies. Julie became uneasy and worry about it.

* * *

Eddie's team got easily blasted and knocked out by Charmcaster and her Clay Monsters. They all groaned and moaned painfully as they're badly injured and wounded during the fight. She approached them while readied her glowing pink hands at them.

"I'm bored with the game," Charmcaster said in bored manner, "Time to end this!"

 _ **BAM! BAM! BOOM!** _ All of her clay monsters were destroyed. She turned and found XLR8 charged in while punched and knocked her for few times. Gwen jumped in and fired her Galeas Zipuctus of blowing her off. Charmcaster dropped to the ground hard.

Charmcaster groaned, "I was wondering when you're gonna show up."

"Sorry. Traffic is very bad," Gwen remarked amusingly, "Time to stop you for good."

XLR8 nodded, "And this time, you're staying down for good!"

Charmcaster smirked as she was ready to fight her enemies. And just before she could do it, her magic bag opened as it engulfed a purple smoke in covering her. As smoke dispersed, she is nowhere to be in sights. This surprised and shocked everyone.

"What was that?" Jonesy asked curiously.

"I have no idea," Lucy said in relief while rubbing her burnt shoulders, "But I'd never ever play with fireworks again."

"So, what are they after?" Eddie asked in concern. He then noticed Nyx nuzzling Gwen's legs. He looked surprise, "I didn't know you have a horse pet."

Nyx groaned, "For the last time, I'm a pony, not horse! Geez, don't you Humans know the difference? I mean seriously."

"Did that..." Jonesy was going to say 'thing', but interrupted by Julie and Gwen's shaking their heads and even Nyx's angry looks. He cleared his throat, "talks?"

Lucy squealed happily as she hugged Nyx tightly and happily, "Aw! Cutie Pony!"

"I think we need to talk," XLR8 said in concern, "About this."

* * *

Charmcaster was in shock and surprise yet angered as she was teleported back to her home. She found Twilight Sparkle was weakened and tired inside the iron birdcage while Hex was reading and chanting from his magic spell book as he was performing another summoning ritual.

Charmcaster groaned, "I was just about to fight those brats!"

"And let you be humiliated by them again," Hex asked dryly. Charmcaster groaned in anger as she hated reminded by her failures and defeats by her arch-nemesis. He scoffed, "And knowing them, they will know of our plans sooner or later, have you caught that little horse in time."

Charmacaster groaned, "I could have gotten her if you hadn't stop me... Again!"

"The point is, Charmcaster. Why use brute force to deal with them when you have magic?"

"Uncle, isn't why we use magic to fight them?"

"Not fighting, Charmcaster. We used it for deception and manipulative. And a creature, who can help us now."

"Who?" Charmcaster asked suspiciously.

The summoning ritual marks exploded as it revealed shadowy creature. Hex smirked, "My dear niece, meet our new ally. She will get our prize and have her own revenge."

As soon as the smoke dispersed, the creature revealed to be a insect winged unicorn-like with holes on her hooves and horn. She wasn't alone. More of her kind were with them, but they were shorter and smaller than her. She smirked amusingly while Twilight Sparkle was in shock and concern as if the Alicorn knew her.

"Creatures with the power of shape-shifting into anyone and anything they want. This will fool and distract our problems for the moment. And you'll get two important objects - a filly and the keystone if we were to complete our Charms of Bezel."

"Did someone call me?" The insect Alicorn asked amusingly. She turned and glared amusingly at Twilight Sparkle. She laughed, "Hello, Princess Twilight..."

Twilight Sparkle snarled in pain yet anger, "Queen Chrysalis..."

* * *

Gwen have her friends to sleep over her house for discussion about Nyx and problems to deal with. They've managed to lie Natalie and Frank about not involving in superhero business while getting their black winged unicorn into her bedroom.

They were all at Gwen's bedroom while having some snacks and drinks. Julie was patting Nyx's mane gently, which the pony likes it. They even get to know more about Nyx's life, home and adventures. She even learned more about them as well.

"Wow... You weren't kidding about your parents being serious with you all not to play superheroes stuffs. That is not cool," Jonesy said in shock.

Lucy sighed, "Be glad that my parents go easy on me."

"Yeah. I hate to imagine how bad temper they really had," Ben said in uneasy tone, "Can't be worse as mine..."

"Anyway, back to business," Gwen said firmly while looking at Nyx, "Okay, Nyx. What does Hex and Charmcaster want from you?"

Nyx sighed, "They say they want me and my mom to give him power and immortality, and even help restored the Charms of Bezel or something." She then noticed her newly human friends' shock and worried looks. She was suspicious and worried, "You know something, don't you?"

Gwen sighed as she took the box and revealed a familiar gauntlet, "This is the Keystone of Bezel. Hex tried the keystone to restore his five Charms of Bezel during Solar Eclipse. But thanks to Ben, it was destroyed for good."

"Yeah. We thought that Hex and Charmcaster finally gave it up since there is no spell that can get Charms of Bezel," Ben said in concern, "But guess not."

Julie sighed, "Yeah. It looks like he found another way to get the charms now. Using winged unicorns."

"I think I prefer the term called 'Alicorns'," Nyx corrected calmly. Everyone looked at her. She sighed, "In your world, it's also called 'Winged Unicorns'."

"But either way, what are we gonna do?" Lucy asked curiously.

Eddie nodded, "Yeah. We can't let those magicians get what they want. But problem is that we have no idea how to find their hideout."

"Nyx, can you remember how to get back to manor?" Julie asked.

Nyx sighed, "I kinda got distracted in running away. I didn't actually bother to remember how to get back to that place."

"Just great..." Ben groaned, "So, what's next?"

"Nothing. That's what. We'll think about it tomorrow," Gwen said calmly, "And hopefully, we've got good plan to help and rescue Princess Twilight."

"Yeah. Hope so. I wanna see more cute ponies!" Lucy squealed happily.

"Really?" Gwen asked in annoyance. She sighed, "Either way. Let's get some goodnight sleep and think of a way to help Nyx get her mom back."

Everyone chatted in agreement about it. They all brushed their teeth and dressed in their pajamas. They got themselves into their beds. Gwen was sleeping on her bed, along with Nyx on the edge. Ben, Eddie, Julie, Jonesy and Lucy were sleeping on the floor. They were now sleeping and snoring.

While everyone was asleep, Nyx moved slowly and quietly. She was close to Gwen. She gently nudged her human friend's nose. Gwen groaned a bit as she looked at the black filly.

"Why is your parents angry with your grandfather? Did he do something wrong with them?" Nyx asked in concern.

Gwen sighed, "No. They're angry with him because of us and the secrets he has." Nyx was in shock and surprise. She sighed, "They're worried about us from getting hurt during the fight with monsters and bad guys. They think superheroes is dangerous."

"They must have loved and cared for you and Ben so much."

"Ben and I know. But I wish they stopped blaming Grandpa for the secrets he had. He was trying to protect them. Not just us, he also loved them too."

"I know the feeling. My mother did the same thing. Your grandfather must be a good person. Is there anyway to convince them about him?"

"He is. But I doubt it. Unless they talk things out together over lunch, he's not coming back."

Gwen yawned as she went back to her bed. Nyx hummed thoughtfully as she was coming up with the idea. She climbed down while levitated that involved of family album, pictures and videos especially Max Tennyson's phone number. She's making a plan that will get the family together.

* * *

During nighttime, Charmcaster was accompanied by Queen Chrysalis and her Changelings Army through the city, with the help of shape-shifting abilities. They were searching and hunting down on Nyx. And so far, they have found nothing.

"And you're sure that little brat is here?" Queen Chrysalis asked dryly.

Charmcaster groaned in annoyance, "For the last time, yes, she was here before those brats come and stop me from getting her. I could have beaten if my uncle hadn't stop me!"

"Maybe your uncle is smarter. He knows you're not powerful enough to fight those little 'children."

"Who asked you, witch?!"

Queen Chrysalis giggled amusingly, "Nothing personal, Charmcaster. Just humor you a bit. I mean seriously. Children? I doubt they're dangerous and threaten as Twilight Sparkle's little brat."

"Oh, trust me. They're much more than that. That brat has magic powers while her bratty cusin has shape-shifting ability into 10 or more aliens," Charmcaster said in annoyance. She turned and looked at Queen Chrysalis, "So, what about you? What's your problem with Twilight Twinkle and her nightmare brat?"

Queen Chrysalis scoffed, "That Alicorn is the reason why I wanted revenge. She nearly expose me and ruined my master plan by freeing her brother and his wife to blast me and my kind to the Badlands! I will torture and harm her as much as I wanted! And then, I'll kill her!"

Charmcaster whistled, "Wow. I felt the same way to Tennyson for ruining my chance to get both Charms of Bezel and the watch. We're not so different at all."

"Interesting. Indeed, my little human. We both will get what we want. I'll help you get your revenge while you help me get mine."

"Deal. Let's find our little pony and the trinket then."

As Queen Chrysalis and Charmcaster finished their hand/hoof shakes, a Changeling Scout arrived and bowed firmly before them.

"My queen and milady, we found her trail," Changeling Scout reported.

A Changeling Scout turned and pointed ahead where a group of Changelings were flying and running ahead, this put Queen Chrysalis and Charmcaster a smile. They followed their Changelings now.

* * *

As the sun rises, Gwen and her friends were waking up. They all yawned out loudly while greeted each other 'good morning'. While getting up, they all found Nyx missing. They all panicked and muttering in concern and fear about where she could have gone to, and sometimes they blamed each other about not watching over her. Most Gwen and Ben argued.

Ben and his team quickly got dressed up. They were head out to find and save Nyx before Charmcaster could escaped. As they were climbing down the stairs and heading to the entrance, they opened it and found Max standing before them.

"Grandpa?!" Everyone asked in surprise.

"Hey, everyone. You must have missed me so much after one day," Max joked a bit. He cleared his throat, "I'm surprise that you managed to convince your parents to go easy on me now especially inviting me to lunch."

"We did?!" Everyone asked in surprise. They looked at each other for the moment while thinking of why he was here. They all gasped, "NYX!"

"Who?!" Max asked in confuse.

And just before Max could ask, Ben and his friends turned and headed off to the backyard. As they opened its back door, they found Nyx was setting up the table with various sandwiches, vegetables and even some mushroom soup.

"What in the world?!" Max asked in surprise, "Is that a winged unicorn? They were real?"

"Technically, she came from alternate dimension," Gwen said in uneasy tone. She turned and approached Nyx, "Nyx, what are you doing?!"

"Setting lunch for your whole family," Nyx said happily. Gwen was in shock as everyone else. She smiled, "This is to get everyone reconciled and get along together during lunch time. And according to my mother's teachings, telling each other about feelings and problems they have. At the end, they will understand and apologized. Everyone will become a whole family! It's a perfect idea!"

"No! Bad idea!" Ben exclaimed in concern. Nyx was confused and worried while others nodded in agreement with him. He exclaimed, "We've gotta get rid of it before-!"

"What's going on?!"

Julie yelped in concern, "Too late!"

"We're so dead," Ben and Gwen said in concern.

Everyone turned to their back as they found Carl, Frank, Sandra and Natalie entering the backyard. The parents were in shock and annoyed upon looking at Max. And at the same time, Lucy quickly hid Nyx behind her back. Jonesy, Julie and Eddie came to Lucy while formed a wall formation.

"What are you doing here, dad?!" Carl demanded.

Frank nodded in agreement, "We thought we told you that you're not allow to come back, dad."

"Now, hold on. The letter said that we're gonna discuss about the problem," Max protested, "And so, I cam to discuss over the problem."

"We didn't send the letter," Sandra denied.

Natalie turned and gave the glare at Ben and Gwen, "You send to him, didn't you?"

Knew Nyx did it for settling family's matters, Ben and Gwen chose to be quiet while looked down in shame and guilt. Their friends, including Nyx, were worried and concern about it. Max was annoyed to see his own sons and daughters-in-laws accusing theirs about him.

"Now, hold on! You can't blame your kids for this!" Max exclaimed in anger and annoyance, "They have nothing to do with this! Have you no shame about this?!"

"You're right. It's your fault!" Carl exclaimed in anger at Max. The old man was in shock and heartbroken by his son's blame. He continued, "If you hadn't given Ben your stupid watch, then my son wouldn't get hurt in the first place!"

Frank nodded in agreement, "Or giving my daughter her powers! And now, my 'normal family's life' is ruined! She'll be gone for sure!"

"I have nothing to do with this!" Max exclaimed in anger.

"Oh sure! Like you have nothing to do with your 'secret life'!" Sandra exclaimed in upset.

Natalie snarled, "Or even about my mother-in-law! I'd never like her! Not one bit! She's... She's... Weirdo and freak!"

Max groaned in anger, "Don't you dare talk to my wife like that, Lily!" He turned to Carl and Frank, "As for you two, I am ashamed and angry with you! You can be angry with me if you want. That's fine! But not your children! This is their choice, not mine!"

"How dare you!" Carl and Frank exclaimed in anger.

Grandfather and the parents began having a big argument with each other. The children were in shock and scared of what they were watching of, especially Nyx. The black filly snarled a bit.

Nyx has seen this argument before. It reminded of her mother arguing with Princess Celestia and even herself when she was Nightmare Moon. She hated it to be reminded from her past. She can't stand on it anymore.

"STOP IT!" Nyx screamed in anger. Everyone stopped while looking at her. She sighed while pouring tears out, "Why can't you all stop arguing and talk the problems out together?! I've seen this before, and I really hated it! I can't stand on it. Don't you all get it?! You're all loved and cared for each other."

Ben and Gwen's parents were in shock and stun of what they just saw. Ben and Gwen looked worried and embarrassed about it. Their friends remained silent while watching the event. And just before they could respond, something blasted a powerful magical blasts in knocking them out to the ground hard. They were all defeated and badly injured.

While lying on the ground, everyone looked up and found Charmcaster, Queen Chrysalis and the Changelings surrounded them.

"Chrysalis..." Nyx snarled weakly.

"Well, well, well," Queen Chrysalis said amusingly as she levitated Nyx up, "If it isn't a little brat. It's been a while."

"H-How did you get here?!" Nyx demanded weakly.

"The same way we got you and your mummy," Charmcaster said amusingly as she grabbed and held Gwen up. She turned while chanted **_'Declam Baccura'_**. She summoned the Keystone of Bezel out from Gwen's window. She smirked while looking at it, "Thought you were still keeping it. Good thing you did. See ya."

"But first, get rid of the threats," Queen Chrysalis snarled as she and her minions readied their dark magic powers, "We don't want them to get in our way!"

Charmcaster nodded in agreement. However, she looked at both the parents closed to Ben. She was purely shock and surprised as she was reminded by someone, who did the same thing to her before. She recalled about her father defended and saved her life during a fight against her enemy. As much as she hated Tennyson Family especially Gwen, she doesn't like killing parents.

"No. They're not threat," Charmcaster said dryly and firmly, "We've got what we need."

"What?!" Queen Chrysalis asked in shock. As Charmcaster turned and walked away, the Changeling Queen turned and glared at her, "You can't expect-?!"

Charmcaster turned and glared at Queen Chrysalis, "I said 'we've got what we need'. Now, we go."

Queen Chrysalis groaned, "You will regret this, foolish sorceress!"

Charmcaster scoffed as she chanted in Portallus Projectum - teleporting and sending she and her gang to their hidden base, including the captive of Gwen, Nyx and the Keystone of Bezel.

Ben and his family recovered from the attacks. They were all in shock and concern of what they saw. Gwen and Nyx got kidnapped and even the keystone got stolen by the enemies. But that's not the worse yet, his parents, uncle and aunt got into heated argument with Max again.

"This is your fault, dad!" Carl exclaimed in anger at Max, who was in shock and concern. He continued, "You and your secrets always get us killed!"

"If you hadn't gotten them into your secret life, we all would have been better off of being normal than being freaks!" Frank exclaimed fiercely, "And now, my daughter got kidnapped because of you!"

"I sure wish that you go with her than staying with us!" Natalie said in anger, "We'd be better off without you!"

Sandra nodded, "You always ruin our lives!"

Max was angered and frustrated with their complains. He has enough of it, "I'd never ever ruin your lives! And it's never been my intention to put them in danger at all! And I want you all to live in normal live!"

"LIAR!" Four Tennyson Adults exclaimed in anger, "You always lied!"

Max screamed in anger, "You're all being paranoid! For the first time in my life, I'd have had worse children behaved like this! You're the worst!"

Five Tennysons got into heated argument, making Ben and his friends worried and scared.

"Oh no! Not again..." Ben said in concern, "We've gotta find Gwen now!"

"Got it!" Eddie said firmly. Everyone looked at him. He was in his Tron Suit now. He had his right gauntlet revealed the holographic screen. It has the red beeping signal in forest area. He smiled, "I implanted the chip on that bug queen when they were busy arguing a bit."

"Good job, Eddie!" Julie cheered.

"Great! We can rescue Gwen now!" Lucy cheered.

"What are we waiting for? Hero time?!" Jonesy asked hopefully.

"Yeah, it is!" Ben said in relief. He turned to Max, "Grandpa, we've got Gwen's location. Let's go now!"

Just before Max could do anything, Carl approached and gave Ben a glare, "No! You're staying here!"

"I'll call the police now," Frank said firmly.

Ben gasped, "But dad! Uncle Frank!"

"No more buts! Let the authorities handle it!" Natalie said firmly,

Sandra nodded, "Yes. They'll get Gwen back home in time."

"No! They won't! Hex, Charmcaster and even the bug queen are too strong for the police to handle!" Ben exclaimed firmly. His parents were angry and annoyed by his tone. They were about to scold him. He snapped, "No! Don't argue with me! Grandpa has nothing to do with giving us powers or making us to follow his footstep! We chose to do it!"

"B-But why?! Why must be you?!" Carl asked in concern.

Sandra nodded in concern, "Being superhero isn't you!"

"It is," Ben said firmly as he activated his Omnitrix. Carl and Sandra, and even both Frank and Natalie were in shock and surprise. Slammed it, he transformed into XLR8. He sighed, "Sorry. Being hero is what I was born to be. And I want to help and save people too. It's what grandpa always does for them and us!"

"Ben..." Carl and Sandra said in shock.

"Ground me if you wanted." XLR8 exclaimed firmly while grabbing the locator from Eddie, "I'm still gonna save them now!"

XLR8 turned and got into head-start. Julie, Jonesy, Lucy and Eddie quickly headed into Rustbucket RV at once. Max followed them as well, not before he gave his sons and daughters-in-law a firm glance and statement.

"Don't worry. I'll bring them home safe. I always do."

Max turned and headed off. Rustbucket RV headed off at once as he followed after XLR8 now. They were going straight to Hex's mansion to save Gwen, Nyx and Twilight Sparkle. Carl, Frank and their wives were speechless about it.

"What's next?" Natalie asked firmly.

Sandra sighed, "What can we do?"

Frank and Carl looked at each other as they both nodded to have same thoughts, "We're going do what we should have done..."

* * *

Inside the mansion, Charmcaster and her team has returned. They put Nyx into cage, where Twilight Sparkle was. Gwen was put into another cage. Hex smirked proudly while looking at them. Charmcaster and Queen Chrysalis were standing behind them.

"Well done, you two," Hex said calmly. He turned and glared at Charmcaster, "Though you should have destroyed the rest when you have the chance."

Charmcaster nodded, "Told you so."

"It won't happen again. And besides, they won't find us so easily," Charmcaster said calmly.

Hex scoffed, "I hope so, Charmcaster. For your sake..."

"Nyx?! Are you alright?! Did they hurt you?!" Twilight Sparkle asked while hugging Nyx close to her.

Nyx hugged her mother back while sighed, "I'm sorry, mummy. I did my best."

"It's okay. I know you did," Twilight Sparkle said calmly. She turned and looked at Gwen, "Is she your new friend?"

"Yeah. That's Gwen. She's a sorceress," Nyx introduced calmly and gently. She turned to Gwen. "And Gwen, this is my mother - Princess Twilight Sparkle."

"An honor to meet you, Twilight. I'm sorry I didn't do my best to protect her," Gwen said in shame.

Twilight Sparkle shook her head while smiling, "It's okay. You did your best." She turned and glared at Hex, "You won't get away with this!"

Gwen nodded, "We won't let you get the Charms of Bezel!"

Hex chuckled, "Fools. I already have!" His eyes and staff glowed in yellow, Hex began his chanting on spells, "Your magic powers and immortality belonged to me! Charms of Bezel will be restored! And this time, it's mine now!"

As Hex chanted darkly and firmly, Twilight Sparkle and Nyx yelped in pain as their bodied glowed darkly like their immortality and magic is being absorbed and drained out. Their magical auras were flowing and flying into Hex's Staff of Age. Charmcaster and Queen Chrysalis amusingly watched the show.

Gwen watched it in horror and shocked. She tried to chant and use magic to help them, but no avail due to the cage has strong resistance preventing her using it.

Hex got both Alicorns' magic and immortality. This make both Twilight Sparkle and Nyx dropped to their knees while groaned and moaned in exhaustion. His body glowed in black-lavender-dark yellow mixed colors especially his Staff of Age. He then laughed darkly and amusingly.

"Yes! I can feel the powers flowing through my veins!" Hex exclaimed proudly. He turned and looked at the Keystone of Bezel. He levitated it before her. He smirked, "Even it no longer has the magic within or even waiting for the black sun, with Equestria Magic, it will empower this and restore five of charms! I am invincible and powerful wizard of the world. My revenge will come soon!"

Queen Chrysalis cleared her throat, "And our agreement?"

"You may have them. They're no longer use to me now," Hex said firmly. He turned to his niece, "Take revenge on Lucky Girl for ruining our plans."

Charmcaster nodded, "As you wish, uncle."

Both Charmcaster and Queen Chrysalis took and moved their arch-nemeses to another location, so they can tortured and taken revenge on them. Hex placed the Keystone of Bezel on right gauntlet. He began chanted darkly as his keystone glowed darkly in restoring five Charms of Bezel, so he can use them to make him strong and powerful. Everything finally goes his way now.

* * *

Charmcaster and Queen Chrysalis moved to the backyard, where they thrown their nemeses out to the ground. Both smiled darkly and evilly while looking at them. Three of them don't like it at all.

"I've been waiting this for a long time," Queen Chrysalis said amusingly.

Charmcaster chuckled a bit, "Yeah. It's payback time."

Queen Chrysalis levitated Twilight Sparkle as she thrown the princess straight to the water fountain. The queen bug-like pony fired her dark magic in blasting and injuring Twilight Sparkle for few times. Gwen was about to help the Alicorn, but instead she got blasted and knocked out by Charmcaster, who swiftly and fiercely fired her magic blasts for few times.

Nyx quickly hid behind the trees while watching Twilight Sparkle and Gwen being attacked and tortured by Charmcaster and Queen Chrysalis. She has to do something before they get hurt and killed sooner or later.

* * *

XLR8 continued running and searching for Gwen via using the locator device. The Rustbucket RV was following him from behind. And hopefully, they can get there in time. Unfortunately, they got stopped by a group of police officers.

"Sorry, officers. We're in the hurry now!" XLR8 exclaimed in concern.

"No can do! We can't let you do," Police officer said firmly, "We're on... business."

Police Officer #2 nodded, "Yeah. We were... Inspecting on something."

"Yeah! We have a bad criminal to find and hunt down," Police Officer #3 said confidently. He chuckled uneasily, "I think."

"Really?" Max asked suspiciously as he noticed something odd about police officers especially theirs cars are nowhere to be seen. He hummed, "Tell me. Do any of you have license?"

"Well... Uh..." Police Officer #3 said in concern and confusion, "What's a license?"

XLR8 and his team gasped in concern and shock as they realized that not only these police officers have no cars or no idea about license.

"They're fakes!" Everyone said in shock.

"Oh, shit!" Police Officer #1 exclaimed in annoyance. He turned into a Changeling. He snarled, "I told you being a police is stupid!"

The police officers quickly turned into Changelings. They all hissing and growling at Ben and his team like they're ready to attack.

"You know. For monsters with shape-shifting ability," Jonesy said amusingly, "they're very lousy actors."

Lucy scoffed, "Well, they're minions. They're always lousy with everything!"

"You won't get away with this, monkeys!" Changeling #1 exclaimed in anger.

"Monkeys? Huh?" XLR8 asked in annoyance. He hit his Omnitrix Symbol as he transformed into Stinkfly, "Let's see you can handle me?!"

"What the-?! He's a Changeling?!" Changeling #1 asked in shock, "Damn that wizard! He never told us about this brat is Changeling!"

Changeling #2 snarled, "I knew that he can't be trusted!"

Changeling #3 scoffed, "Either way! That treacherous Changeling won't beat us easily! We're the proud warriors of Queen Chrysalis."

Stinkfly snarled, "I'm not a Changeling! I'm Stinkfly!" He turned to his grandfather and friends, "Go ahead! I'll take care of them!"

Knowing his grandson capable of handling it, Max nodded firmly while Ben's friends were against it. However, the old man has already drove the Rusbucket RV now, leaving Stinkfly to deal with the army of Changelings.

"But Mr. Tennyson! We can't leave Ben!" Julie exclaimed in concern.

Lucy nodded, "We don't know of what else they can do!"

"Don't worry. He knows what he's doing," Max said confidently, "We should focus on finding and getting Gwen home now. Eddie, lead us to them!"

Eddie hummed uneasily and concern as he reluctantly helped and leading his team to Hex's hideout base via his locator device.

The Changelings surrounded Stinkfly as they were about to attack him. They jumped and pounced on him, but he moved back before firing his stinky goo on the first five to the tree. Behind him was them grabbing his limbs, allowing the other come and attack heads on. However, Stinfly fired his stinky good on them again before using his tail in knocking his enemies from the back. He turned and flew off as he both fired his stinky goo while swinging tail-blade at them one-by-one at ease. He even rammed through them while punching and kicking them as well.

Few rounds have passed, Stinkfly has defeated and knocked all of the Changelings. He turned and flew off to catch up with others.

* * *

At Hex's mansion, both Charmcaster and Queen Chrysalis continued fiercely torturing and injuring Gwen and Twilight Sparkle for few times. Both heroines were badly injured especially the princess who has no magic to defend herself. They're both on the ground as they're bruised and bleed on their whole bodies.

Gwen was about to perform her magic spells, but instead she got levitated and slammed straight on the tree's trunk hard. She groaned in defeat as she's unable to help now. Twilight Sparkle came to her while readied to defend herself and her new friend.

"Did you honestly think you can defeat me, Twilight," Queen Chrysalis mocked amusingly before giggled, "Just like before, all alone without your friends and brother to protect you. And even better, no magic. You'll be easily to deal with."

Twilight Sparkle snarled a bit, "I won't give up. I'll defend her with my life."

Queen Chrysalis said in annoyance, "Doubt it!"

Queen Chrysalis levitated and slammed Twilight Sparkle on the walls, ground and even trees' trunks for few times. Charmcaster approached Gwen as she summoned two clay monster dogs to finish her nemesis off.

Nyx hissed in concern as she has to think something about helping them. She found some stones, near to the pond. She took and threw them on both Queen Chrysalis and Charmcaster's backs as the enemies were too busy focused on preparing to kill their arch-nemeses for few times. Feeling the stones hitting had agitated and irritated both Charmcaster and Queen Chrysalis to turn and glared at each other.

"What's your problem?! You've got what you wanted! And you're mad at me about not killing others?!" Charmcaster demanded in anger.

"Is that what you think?! Maybe I am," Queen Chrysalis snarled a bit, "So, don't put your anger on me that your uncle think of you weak and foolish, stupid girl!"

Charmcaster snarled, "Take that back, witch!"

Charmcaster jumped and attacked Queen Chrysalis to the ground. Both of them got into a big fight. Nyx approached and helped Twilight Sparkle before turned and carried Gwen on their backs. They quickly walked away before their enemies found out of what's going on.

While fighting with each other, Charmcaster and Queen Chrysalis stopped as they began to realize their mistakes.

"Wait a minute, what the hell are we doing?!" Chramcaster demanded.

Queen Chrysalis snarled, "I could say the same thing!" She turned and found Twilight Sparkle and Nyx carrying Gwen on their back as they were escaping. She snarled, "Why that little brat?! Stop them now!"

Charmcaster chanted 'Appendage-A Regoria' which immobilized two ponies and a girl. Three of them groaned and struggled in moving. Both her and Queen Chrysalis approached while laughed a bit as they glanced at their nemeses amusingly.

"Thought you could escape us, didn't you?" Queen Chrysalis asked amusingly.

Charmcaster giggled, "Yeah. Nobody is here to help you now. Looks like we win."  
 ** _  
ZAP! BOOM!_** Both Charmcaster and Queen Chrysalis got electrocuted and zapped to the tree's trunk hard. Ben and his team have arrived to the scene. Stinkfly turned into Four Arms while readied to fight. He and his team formed a perimeter around Gwen, Twilight Sparkle and Nyx. Lucy touched them with a finger, making them to gasp in relief.

"What took you so long?" Gwen asked.

"Bugs traffic," Four Arms answered firmly. He turned and glared at Charmcaster and Queen Chrysalis, "Hope you're ready for a big fight. I won't go easy."

Queen Chrysalis chuckled, "Is that so? Stupid humans!"

Queen Chrysalis signaled her minions to come out from the bushes and trees. They all transformed into Four Arms. They all chuckled amusingly as they surrounded and readied to attack.

"This just keeps getting better," Max said in annoyance as he armed and readied his blaster. He turned and looked at Gwen and two ponies, "Stay close, you three. We'll handle them!"

The Changelings screeched wildly as they charged and attacked Ben and his team, who fought and engaged them firmly. Four Arms fought and engaged his evil clone army, and even used three aliens to help - Diamondhead, Feedback and BenViktor. Max fired his Plumber Gun in knocking them out by face and bottom part. Eddie used his electrical rods while Joney used his electrical powers in electrocuted and shocked them. Lucy and Julie defended Gwen and two ponies while punching and kicking them off.

Although the Changelings kept changing into what Ben has turned to, they're still no march against Ben and his team due to them mimic the appearance, not the abilities and they have no idea of how to use their aliens' powers as well.

Despite some minor setbacks, Queen Chrysalis and Charmcaster charged and joined the battlefield. Charmcaster deals with Ben, Max, Jonesy and Eddie while Queen Chrysalis charged at the rest of the team.

Using her Dark Magic Blasts and Clay Monsters, Charmcaster engaged and battled with Ben and his team. Ben, now as Cannonbolt, he charged and rammed all at the monsters while punching and kicking them one-by-one.

Jonesy and Eddie charged and engaged Charmcaster by using their electrical, however, she dodged and avoided the attacks while firing her Dark Magic Blasts in knocking them off swiftly and quickly for few times. Max came behind her as he grabbed and held her down. And unfortunately, he got levitated and thrown straight to the walls hard. Jonesey and Eddie got up and attacked her back. Though they managed to shock and electrify her bit, she blasted her magic in pushing and knocking them out at once.

Charmcaster heard the rolling noise. She turned to her back and found Cannonbolt charging right at her. She jumped over him. As she turned, she found him charged and rammed in knocking her out. Cannonbolt returned to Ben, just in time.

Queen Chrysalis approached to her nemeses as Lucy and Julie readied to engage her. Lucy launched her multiple punches at the Changeling Queen, who dodged them before fired her dark magic in knocking her out. Julie fired her Mechamorph Armor's blasters at her. The bug queen dodged and flew away from the blasts before rammed Julie off at Lucy. She then fired her very powerful magical dark magic blasts in knocking them out.

As the Changeling Queen turned to her nemeses and Gwen, she found the girl has powered up her glowing hand. And just before Queen Chrysalis could react, Gwen fired her magical blasts in knocking the queen bug out.

Ben and his friends have defeated Queen Chrysalis and Charmcaster. They all regrouped and chatted in relief that Gwen is alive and saved both Twilight Sparkle and Nyx.

"No time for celebration. Hex is almost finished with recreating the Charms of Bezel," Gwen exclaimed in concern, "We have to stop him now!"

"Too little, too late, fools," Hex's voice said darkly. Ben and his friends turned to mansion, where they found Hex floated in midair while glowed in darkish yellow magical aura-like. He has five darker grayish colored Charms of Bezel, Keystone on his right hand, and armed with Staff of Age. He smirked, "My Charms are completed! Seems my niece and ally have failed. Time to finish you off now!"

And just before Ben and his team could do anything, they all got immobilized and lifted in midair. Hex readied and armed his Staff of Age as he was ready to finish them off.

"Let go of our family!"

Hex turned to his back. He got blasted and shot straight to the storehouse. Ben and his team got dropped to the ground hard. They're slowly getting up, but got helped by the parents. Ben, Gwen and even Max got surprised to see them here especially they were armed with Plumber's Gears and Weapons.

"You're okay?" Carl asked in concern.

Ben nodded, "Yeah, we are. But what are you all doing here?"

"Where did you get the gears from?" Gwen asked in surprise.

"Helping you all," Carl said firmly.

Frank smiled, "And we've found it from dad's old attics. They're quite come in handy."

"And besides, no one messes with our family," Sandra said firmly.

Natalie nodded firmly, "Agreed, especially our father-in-law. We don't like a mess around here."

Everyone was surprised yet touched and amazed by the parents' words and willingly to help and save them especially Max. Hex chuckled a bit while glaring at the scene. He levitated while readied his Staff of Age. Charmcaster, Queen Chrysalis and the Changelings stood up and readied to fight.

"How much I miss this part. My brother said the same thing when he confronted the Great Enemy," Hex said darkly and dryly, "But pity I must destroy you all to achieve my goals!"

"Not gonna happen!" Everyone exclaimed firmly.

"We have to get our magic back! It's the only way to destroy the Charms for good!" Twilight Sparkle exclaimed in concern.

Nyx pointed at Hex's Staff of Age, "His staff is the one!"

"Got it!" Everyone exclaimed in agreement.

As everyone were in position to battle, Ben activated his Omnitrix. He transformed into a new grayish alien-like elf with pointy ears, blue shades-like and a horn-like on his forehead worn ancient black hooded wizardly robe with white stripe in middle, golden patterned lines, shoulder metallic pads and Omnitrix Symbol on his left side of chest.

Everyone awed in surprise and amazement upon looking at Ben's new alien.

"Wow! Is that an elf?" Twilight Sparkle asked in surprise.

"It is," Gwen said in surprise, "I'd never thought that space has elves."

"Me neither," The Elf Wizard nodded in agreement as he had his hands glowed in blackness, "But I'm gonna try it. Feel the magic!"

"Fool! You don't know anything about magic!" Hex, Charmcaster and Queen Chrysalis exclaimed in anger, "Begone!"

Hex, Charmcaster and Queen Chrysalis fired their dark magic at Ben and his friends. The elf wizard quickly held his hand like summoning an energy shield-like in blocking and deflecting the blasts off. Everyone was in shock and surprise of seeing it.

"Awesome! Now that's what I call Magnus Magic!" Magnus Magic declared, "Feel the magic, dude!"

"You will pay for the insults, little brat!" Hex exclaimed in anger.

"He won't be the only one," Gwen said firmly while having her hands in glow.

Charmcaster smirked, "I agreed."

"This should be fun," Queen Chrysalis said amusingly.

Twilight Sparkle scoffed, "Think again, Changeling Queen. I'm more than a pretty princess."

Ben and his team charged right at Hex and his team. Ben and Gwen battled with Hex and Gwen. Twilight Sparkle and Nyx engaged with Queen Chrysalis. The rest of team engaged and attacked the Changelings Army.

Max teamed up with his sons and daughters-in-law by firing and blasting their blasters at the Changeling Army. Jonesy and Eddie fired their electrical powers in shocking and destroying the enemies. Lucy and Julie helped each other by firing and punching the enemies off for few times.

Gwen and Charmcaster have a deadlock magic duel. They both performed **_Mercuta Verditis_** at each other for long moment. The dark sorceress was about to finish her off. Luckily, Gwen teleported behind her arch-rival as the former kicked the latter's back hard. Both of them fired their magic ball blasts at each other while blocking and deflecting them for few times. They then unleashed and clashed the lightning magic at each other for the moment.

Magnus Magic fired his multiple blackish-whitish orb-like balls at Hex, who swung his Staff of Ages in blocking and deflecting the blasts while fired his dark magic blasts at the elf magician. He levitated and flew in dodging the few of attacks. He then fired his flamethrower magic at Hex, who quickly deflected and extinguished the fire. The mad wizard then levitated and threw objects at him. Magnus Magic halted the attack as he combined and melted them into a giant metal ball. He fired it right at Hex to the walls. Hex snarled in anger as he had enough while charged and fired his Dark Magic Beam at Magnus Magic, who fired the Light-Dark Magic Beam. Both sides have magic beams clashed for long moment.

Queen Chrysalis fired her dark magic at Twilight Sparkle and Nyx, who quickly dodged and avoided the blasts in time. They charged at the Changeling Queen, who continued firing at them. Close to her, they both jumped and kicked her off to the walls. It angered and annoyed her a lot. She hissed as she levitated and slammed Twilight Sparkle and Nyx to the ground for three times. She levitated them towards her as she was about to finish them off. Unfortunately, they both flew and gave her a painful punch in knocking her out.

Unleashing a powerful lightning magic at each other, Magnus Magic and Hex got pushed back while giving a firm stand off.

Hex snarled, "I have had enough of this. Time to finish this!"

As his body and staff glowed in dark yellow aura, Hex chanted **Eterla Morbulous** and **Exige Animas Omnibus** as the clouds have turned into darkness. It then rained in dark purple colored. Everyone yelped and screamed in pain as they can feel their bodies ached and cringed like something is tearing their hearts out of. The grass, trees, water and even animals have been drained out as their magical auras were flying and entering into Hex. He laughed evilly and darkly.

Hex laughed evilly, "Yes! Yes! I can feel its power! Both Charms and Keystone of Bezel are making me invincible and powerful! Nothing can stop me now."

"I wish I could," Magnus Magic snarled in pain, "Sure wish I could suck the magic out!"

Gwen and Twilight Sparkle gasped, "That's it!" Magnus Magic looked at them. They smiled, "If you can sucked all the magic out from Hex, Charms and Keystone of Bezel will become useless."

"Just what I need - nerds," Magnus Magic said in annoyance, "I sure hope it works. I summoned Magic Wormhole or something to suck the magic out!"

As if respond to the call, Magnus Magic formed a colorful energizing wormhole-like which began sucking the magical auras from Hex. This surprised and shocked everyone including Hex and his Staff of Age, who lost both Alicorn's powers and Bezel's Charms and Keystones, making him very powerless. And at the same time, it's making Magnus Magic more powerful and glowed in colorful magical aura-like.

"What have you done?!" Hex demanded.

"Saving the day, duh?" Magnus Magic answered firmly. He held his right hand at Hex, "Time to see what I can do now! Super Magic Awesomeness Blast! Fire a hole!"

And just before Hex and his allies could do anything, Magnus Magic unleashed and fired Super Magic Awesomeness Blast at them. A powerful beam has shaken and knocked them out of consciousness especially destroying the mansion to pieces. Seeing their enemies defeated, everyone cheered wildly and happily.

Gwen and her friends destroyed anything that is related to Twilight Sparkle's world, making sure that Hex and Charmcaster never use it again. They also locked up both Queen Chrysalis and her minions into a giant net, trapping and preventing them from escape. They tightened the shackles on both Hex and Charmcaster.

Magnus Magic turned to both Twilight Sparkle and Nyx. He held his hand out as he healed and restored them to their full power. With the help of Twilight Sparkle and Nyx, he summoned a portal that led them to home. Using up his magic powers make Magnus Magic turned back to Ben. Two Alicorns tried their levitation on small rocks. They sighed in relief.

"That was relief. Thank you all. We owe you one," Twilight Sparkle thanked happily.

Nyx nodded as she looked at her new friends, "And more importantly, you all finally reconciled and got over the problem."

"Yeah. I supposed so," Everyone agreed.

"Dad... I'm..." Carl said in shame before sighed, "We're so sorry for everything. I-!"

Max patted Carl's back gently, "It's okay, kiddo. I also sorry. I should have told you the truth when you were kids. You all deserve it."

"It's all in the past, dad," Frank said calmly while looking at his children, "More importantly, you did well for being a good teacher to them. You're the best, dad."

Max smiled, "Thanks."

"By the way, where did you learn some moves?" Gwen asked in surprise.

Twilight Sparkle smiled, "My boyfriend. He's an awesome martial art warrior."

"Wow. I didn't know that," Ben said in surprise, "I thought ponies are just cutie stuffs."

Gwen scoffed, "More than meets the eyes, genius."

"Mummy, we'd better go now. My friends need me to find another cutie mark hunt." Nyx said happily, "And helping Pip to win his President Election."

Twilight Sparkle giggled, "Oh, you and your cutie mark hunt." She turned to Ben and his friends, "I wish I'd get to know more about you. But one day and someday, we'll get the chance to have proper introduction especially meeting my friends and boyfriend."

Nyx nodded, "Yeah. I would like to see more of Magnus Magic! He's cool!"

"Till we meet again. See ya," Twilight Sparkle said while bowed humbly.

Ben and his friends nodded as they waved goodbye to the ponies. Twilight Sparkle and Nyx headed to the portal while levitated Queen Chrysalis and her minions into. With the ponies gone, the portal disappeared.

"But seriously, ponies know 'Kung Fu'?" Jonesy asked in surprise.

Lucy giggled, "You'd never know until you get to Equestria. Can we go?"

"Nah. Best to leave them alone. They've been enough at our world," Gwen said in disagreement.

Ben nodded, "Yeah. They need to be with their friends and family. Theirs must be seriously worried sick about them, just like ours."

"Yeah. We'd best get back home and eat our lunch," Gwen said happily, "Nyx did make them except some meat."

"Don't worry about it. We'll get some meat," Max said in agreement, "Is everyone up for my cook?"

Everyone except Lucy groaned and complained in annoyance about Max's cook. This make Max confuse about his suggestion.

 _END..._

 _Review and Suggest..._

 **Main Casts:**

Tara Strong: Ben Tennyson, Twilight Sparkle, Sandra Tennyson  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson  
Khary Payton: Hex  
Kari Walhgren: Charmcaster  
Kira Tozer: Nyx

 **Minor Casts:**  
Kelly Hu: Julie Yamamoto  
Phil LaMarr: Jonesy  
Kath Sourcie: Eddie Grandsmith  
Alyson Stoner: Lucy Mann  
Richard McGonagle: Four Arms  
Jim Ward: XLR8, Changeling #2  
Dee Bradley Baker: Acid Breathe, Stinkfly, Carl Tennyson, Changeling #3  
Kyle Hebert: Magnus Magic  
George Newbern: Frank Tennyson  
Juliet Landau: Natalie Tennyson  
Kathleen Barr: Queen Chrysalis, Changeling #2

 **Cameo:**  
Jeff Doucette: Thumskull  
Cree Summer: Frightwright  
John DiMaggio: Zombozo

 **Author's Notes:**  
1\. **_Nyx_** belonged to **_PenStroke Pony_** , who appeared in **_Past Sins_**.

2\. This sets before **_My Little Pony Mystic Season 1 Episode 18_**.

3\. _**Magnus Magic** _ is inspired by **_Xu Shu (Dynasty Warriors 8), Unicorns, Elf and Magicians_** for performing tricks, magic and elements to fight against the enemies. He'd be a perfect use against ghouls, demons, magicians, wizards and even ghost-type aliens.

 **Details:**  
His species is Mystigus, and they're known as magicians, scientists and inventors for making magic tricks, potions, experiments and inventions. They're intelligent, resourceful and integrity for seeking and gathering knowledge and wisdom to make a better world and even improving and creating technologies and magic tricks. They also have strange religions, which involved of worshiping and respecting their gods - Celestialsapiens and Anodites, whom represented as hope and faith. However, they're neutrals but can be corrupted and turned to dark and corrupted. They have no loyalties and even refused anyone's cooperation or authorities specially Plumbers, unless reasons can be given or making a trade for wisdom and humble gifts, though they have good relationship and partnership in science and wisdom with Galvans and Cerebrocrustaceans.

Their strength is not just their intelligent and resourcefulness, but also their magic abilities including elements, healing powers, mental powers, spiritual powers and communication in minds. However, their weakness is none other than fighting physically or running out of magic abilities, and the worst is the temptation of desiring powers and being corrupted to dark side.


	11. Episode 11: Mutantopia

**Episode 11: Mutantopia**

May 2007...

At nighttime, deep inside the forest, a group of familiar campers were enjoying their dinner of s'mores, marshmallows, potato chips and even some meatloaves. Max came down from his RV as he passed some sodas to them one-by-one. Ben and his friends (Gwen, Julie, Jonesy, Cooper, Eddie and even Lucy) were now having their long summer vacation.

"Enjoying your camp, everyone?" Max asked calmly. Everyone smiled and nodded in agreement. He sighed, "It's a good thing we got to spend time together again for camping trip." He turned to others, "I'm glad that your folks let you come with us."

"Yeah. I've always want to try the camp when I was 6," Eddie said happily. He sighed, "I'm glad that you and my grandfather are okay with the secrets you and Cooper's have."

Cooper nodded, "Unlike mine, Max and grandpa got along well since they're both Plumbers."

Max shrugged amusingly, "What can I say? We all share in common - being secretive and love our grandchildren so much."

"Hopefully, not being paranoid." Lucy remarked amusingly.

Jonesy chuckled, "Yeah. That's definitely what old men and old ladies do now."

"Paranoid? Really? Me? Paranoid?" Max demanded in annoyance, scaring the children off. He chuckled amusingly, "I'm just kidding."

The children were surprised but relieved that Max isn't annoyed and angry with the joke.

"You know. Your grandfather can be scary sometimes," Julie said in concern.

"Tell me about it. I'd never forget his scary angry face when Gwen and I got lazy with our chores," Ben joked amusingly.

Gwen giggled a bit, "Yeah. And the next thing you know. He forced all of us to work on the farm." She groaned, "I'd never forget about it. I still hate it."

"Hey, come now. That is to teach you two a lesson for being lazy," Max countered in annoyance, "And trust me, I don't like someone's not taking responsible especially when you're in my Rustbucket. I'm not going to be nice with it. Got it?"

"Yes, grandpa," Ben and Gwen said in agreement.

"Good," Max smiled yet sighed in relief, "It's so good to be together again. I've missed it so much especially when I'm with you two."

"We know the feeling, grandpa," Gwen said calmly.

"Me too." Ben agreed before sighed while lying down on the log. He then looked at the night sky, "You know, guys. I think we can finally relax. No bad guys are coming to attack us."

 ** _BOOM! SCREECH!_** Ben and his friends yelped in surprise as they all got up and turned to the forest. They found giant four-legged spiders, with a body of a silverfish. They have four pincers with one claw on each, as well as a silver colored exoskeleton, it has lower half of their legs and the back of their head are covered with olive hair and his eyes are red and have black slits. The giant spider-like alien screeched wildly.

"You just have to jinx it?!" Gwen asked in annoyance.

"Wow! That's big!" Jonesy exclaimed in shock.

Eddie gulped, "What kind of bug is that?!"

"Terroranchula!" Max exclaimed in concern as everyone looked at him. He continued, "An alien spider-like predator! And trust me, don't mess with that spider."

"Why does it have to be spider?!" Gwen and Julie screamed fearfully.

"I don't know. He's kinda cute," Lucy remarked. Everyone looked at her. She shrugged, "What?! I liked spiders especially alien."

"Spider or not. They mess with our camping trip!" Cooper said in annoyance.

"Yeah. Tell me about it," Ben said in agreement as he activated his Omnitrix. He transformed into Four Arms, "It's hero time!"

Gwen readied her magical powers. Julie entered her Mechamorph Armor. Lucy unleashed her Lenopan Mode. Jonesy used his electrical powers. Eddie in his Tron Armor Mode. Cooper readied his blaster. They're all ready to fight against new enemy.

Max nodded as he armed and readied his Plumber's Blaster, "No one especially a giant spider like you mess with my vacation!"

The Terroranchula screeched wildly as it charged and attacked at Four Arms and their friends. They all quickly dodged and avoided the attacks for few times. Four Arms quickly grabbed and held its legs. Both of them began pushing each other forth and back for the moment. Lucy and Julie came under its belly as they both kicked it off. Jonesy fired his electrical powers at it. Max and Eddie fired their Plumber's Blasters at it for few times. Gwen and Cooper joined in as they both fired Mercuta Verditis and Missile Launcher at it. The alienated spider got exploded in large smoke.

As soon as the smoke dispersed, the spider appeared unharmed due to a strange patterns-like force-field protected it. Terroranchula screeched as it charged and attacked them again. Four Arms and his team dodged and avoided the attacks swift and quick while fighting back at it. And each time the team used their blasters and magic to attack, the spider alien used force-field to block and deflect the blasts. However, when Jonesy fired his electrical shocks on it, its force-field got penetrated while it got electrocuted and shocked. Everyone got surprised by it.

"What just happen?" Jonesy asked in surprise.

Max gasped, "Of course! I forgot! Terroanchula is weaken by thunder and electric especially it can't use its force-field against it."

Four Arms smirked as he hit his Omnitrix. He turned into Feedback, "That's all I need to hear. Time to get shock, spidey!"

Terroranchula screeched in anger and fear to hear about it. As it performed a powerful force-field pattern, Feedback fired his electrical shocks from his plugs. Its power penetrated the force-field while weakened and wounded it. Jonesy smirked as he joined and fired the electrical powers at the monster as well, followed by Gwen's, Eddie's and Julie's electrical energy blasts. Max, Cooper and Lucy joined the fight at once.

As Feedback and his team continued attacking Terroranchula, the spider alien has a sudden shock on its head. It then screeched in pain and wild, which surprised everyone else. It quickly turned and ran away at once.

Feedback was in shock and confuse, "What the?! Did it just run-?!"

"Run away?" Jonesy asked in shock and confuse. He sighed, "That's relief."

"No. It's been called off," Max said in concern and suspicious. "And of course, someone has transported and used Terroranchula to attack us. And I wanna know who and why."

"We're going after it?" Julie asked in concern.

"Yes, we are." Max said firmly.

Gwen sighed in annoyance, "And I thought we'd be getting some peace and quiet. This is getting frustrating and annoying."

Feedback hit his Omnitrix Symbol as he turned into XLR8. Max and others quickly got into the Rustbucket RV. They both then gave chase after the Terroranchula now for a long night.

* * *

XLR8 and his team have spent three hours of chasing and hunting down the Terroranchula, which led them down to the deep within the forest. Unfortunately, the night is dark while the alien spider used its agility to jump from one tree to another or even trotting on the ground. No matter what, they were determined to find out of who has sent the predator to attack them.

After three hours of chasing and hunting down the predator, XLR8 and his team has lost its track. And more unfortunately for them, XLR8 got timeout and returned to normal while Rustbucket RV ran out of its gas.

"Just great..." Max remarked in anger. He looked at the front, "We'd never gonna find out of who sent that thing after us, or even got poached out from its home planet."

"Well, it's already gone now," Gwen said in concern. She turned and found Ben entering the RV. She asked, "Anything?"

Ben sighed, "Nope. It's too dark for me to see." He groaned, "Aw man. If I was a vampire, I could see through everything."

"I rather not have one. The last thing I want is you to suck my blood out," Jonesy remarked in disagreement, "Plus, I hate horror films now."

Eddie nodded, "Yeah, me too. I can't stand on it."

"So, what now? We're stranded," Julie said in concern, "No town. No city. No rest place now. And definitely no sign of anybody to come and help us out."

Lucy gasped as she pointed her at the front window, "What about that guy?"

Everyone looked at the front window as they looked up ahead. They found a shadowy figure walking towards it. It was revealed a strange hooded giant muscular man holding the lantern. They were surprised yet concern and suspicious about him. They debated of trusting and asking for his help, but they have limited choice now.

While children remained inside the RV, Max came out and approached to the hooded man. The creature bowed down humbly, and so does the old man.

"Hello, there," Max greeted gently. The hooded creature remained silent while staring at him, with four crimson eyes. He chuckled uneasily, "I hope you don't mind of helping me and the kids out. My RV sort of ran out of gas now. Is the town nearby?"

The hooded man hissed, "Yes..."

"Really?" Max said in surprise. The hooded man nodded. He sighed, "That's a relief. Think you can call your folks to help us out?"

"No..."

"Okay? Why?"

"I... Take... You... All... There..."

"So... Where is there?"

"Go... In... I... Lead..."

Max was confuse and uncertain about the hooded man's words, "Okay. Whatever you say..."

Max turned and got into his RV. The children came to his aid as they all have discussion with him whether he was okay or the hooded man can be trusted.

"Actually, I have no idea," Max admitted in concern and confusion. Everyone looked at him. He continued, "He doesn't talk much. He said he can handle it and lead us there by himself."

"Seriously?" Gwen asked in concern and suspiciously.

"And it's a good idea, why?" Ben asked in concern.

Suddenly, everyone yelped and screamed in surprise upon feeling the Rustbucket RV got shaken roughly and wildly like they were being moved. They headed to the front window, where they found a hooded man surprisingly using and pulling a rope, which attached to the RV. He was moving them to his place now. He has indeed surprise and shock them much.

"Wow... I did not see that coming," Jonesy said in shock.

"And he's strong too," Lucy commented in surprise.

"So, where is he taking us to?" Eddie asked in concern.

Cooper hummed, "Who knows? Hopefully, that place is a safe and not causing troubles for us."

"Yeah. I agreed," Julie said in agreement before sighed, "Hopefully, we get a good bed, bath and food to enjoy."

Max hummed in concern and suspiciously, "I hope so too..."

* * *

Pulling the rope that attached to Rustbucket RV's The mysterious stranger was leading and guiding Ben and his team to a giant snow globe-like. Approaching to the giant door-like, he turned to the computer panel. He pressed some buttons, and then he speaks in strange language. The computer beeped loudly while shouted 'Access Granted'. He then brought the team inside.

The mysterious stranger dragged the RV through the hallway of cities and residents. He has arrived at the regular resident. He placed the RV into the garage bay, which activated a lift that led them straight to the underground.

Ben and his friends climbed down the RV. They then looked around of their surroundings. The garage bay is made of strong metals and more of highly advanced technologies and tool box while bays are filled with various cars, trucks and ships.

"No freaking way! This garage is totally advanced with more machines and technologies!" Cooper and Eddie exclaimed happily, "This is so amazing! I love it!"

"Wow. I didn't know you're a mechanic," Ben said in surprise, "So, you fix everything?"

"Bedtime... Now..." The mysterious stranger said dryly, "Work... Tomorrow..."

"Seriously?" Ben asked in annoyance.

Lucy nodded happily, "Yeah. We're not sleepy."

Mysterious stranger snarled while pointed at the lift, "Bedtime... Now..."

"Wow... What wakes him up on the wrong side of bed?" Jonesy asked in annoyance.

Julie sighed, "No idea. It's better be grateful than complaining as they all say."

"Agreed," Gwen said in agreement. She then yawned, "Besides, I'm beat."

"She's right. I'm tired too," Julie said in agreement.

Everyone but Max sighed in annoyance as they reluctantly agreed. They all entered the lift at once for sleeping. Max turned and looked at his Rustbucket RV before turned to the mysterious stranger.

"You're sure that my RV is gonna be okay here?" Max asked in concern.

Mysterious stranger hissed a bit, "Yes... It... Okay... Tomorrow... Fix... It... Now... Sleep..."

Max nodded reluctantly, "Fine. Better don't mess with it. She's precious to me."

The lift closed as it led them straight to the resident's ground level. The mysterious stranger led and guide Ben and his friends to their guest's bedroom for sleeping peacefully and quietly. And hopefully, by morning, Rusbucket RV gets filled up with gas and continued hunting down on the mysterious Terroranchula now.

Inside the dark chamber, the mysterious old man was sitting down on his seat while watching various monitor screens. And at the same time, he inventing his inventions while experimenting with his chemicals and DNA Tissues. He then heard some beeping noise as he turned and looked at the right monitor screen, which revealed a dark brown hooded creature.

"Yes, what is it, you slippery snake!?" The mysterious man demanded in annoyance, "Can't you see I'm busy?!"

"Apologies... Master..." The creature hissed calmly, "I brought news. Our gator boy brought unwanted guests here."

"Really? And who would that be?" The Master demanded calmly.

"Ben Tennyson... And his family and friends..." The snake hissed calmly.

The Master smirked, "So, the child has come to my home. Make him welcome here. And make sure he doesn't leave this place. I need his watch for my special projects."

* * *

In the next morning, Ben and his friends woke up as they got showered and brushed their teeth. They climbed down the stairs, where they were greeted by three familiar characters Ben hasn't met since two years ago.

"Porcupine? Gaterboy? Mrs. Fang?" Ben asked in surprise.

Porcupine smiled and waved to Ben, "Long time no see, Ben."

"Yeah, good to see you too," Gaterboy said happily.

"You know them?" Everyone asked Ben.

Ben shrugged while chuckled uneasily, "Yeah. And it's kinda a funny story as well."

Gwen hummed suspiciously yet amusingly, "Does this have to do with my laptop that you thought you messed mine up before you gone missing for whole night till morning?"

Ben smiled innocently, "Sort of..."

"Well, you can talk about it by having breakfast," Mrs. Fang said calmly, "Is anyone up for pancakes, sausages and omelettes?"

Ben and his team joined the breakfast. While they were all eating their breakfast, Ben and his mutated friends explained about their adventures from wrestling and challenging each other to rescue mission to save Mrs Fang from danger. While his team were amazed and impressed of Ben's sense of responsible and helping others, they also find it amusing when he learned about Gwen's laptop.

"I can't believe that you fell for Gwen's trick," Julie laughed amusingly.

Cooper nodded, "Yeah. Serves you right for being dummy."

Gwen smiled slyly, "Eeyup. Only me that can access my laptop. No one else, especially aliens can get access to it."

Ben groaned, "Can we just ignore it, please?!"

Everyone snickered a bit while nodded in agreement. Gaterboy smiled, " "But still, it's great to see you. We'd never forget of your kindness to save our home.

"Yeah. Who would have thought that a kid managed ten wrestlers turned out that you are ten wrestlers," Porcupine remarked amusingly.

Ben smiled, "Thanks. And by the way, why were you here? I thought you all were at the farm after you all pay off the debts?"

"But where is here?" Jonesy asked curiously, "I'd never seen this place before."

"Me too," Eddie said in agreement as he looked at his GPS, "I couldn't identify this coordinates or even its name."

Cooper nodded in agreement, "You'd think that they put up a sign or news to know this place."

"That's because it was supposed to be secret," Mrs. Fang explained calmly and gently. Everyone looked at her in surprise. She continued, "This is Mutantopia - home and safe haven for all mutants and sympathizers and even family friends to live and stay."

"Think of it like any city or hometown we lived in," Porcupine explained calmly.

Gatorboy nodded happily, "And best of all, no one and even some good humans will ever call us 'freaks' again. Now, this is paradise! I love it here."

Lucy sighed happily, "Ooh. I can feel it. I think I fall in love with it."

"That sounds very nice too," Julie said calmly.

"Wait. What about your farm?" Max asked in concern, "Did someone come and attack you?"

"Oh! Nothing like this, Mr. Tennyson," Mrs. Fang explained calmly. She sighed, "In fact, we sold the farm."

"You what?!" Ben asked in surprise, "Why? Did Mr. Beck come and attack you all again?"

"Easy, Ben. Nothing like this," Porcupine explained calmly, "A year ago, our dad came back and told us that he's got a new job and we moved out to new place. And this is it. So, we don't have to worry about money and problems with society now."

Gaterboy nodded, "But we're still working for farms and being night securities too. And best of all, we make new friends - mutants and normal guys. And trust me, they're friendlies too."

"Wow, that's cool," Ben said in amazement.

"That sounds really paradise," Gwen commented, "I can see why the Mutantopia need to be secretive safe haven. Some of them got issues of getting along with mutants. But not us. We're okay with it especially one of our friends are cool with us."

Julie snickered, "I can see you're thinking Kevin again, Gwen."

Gwen groaned, "Julie... Do you mind?!"

Cooper huffed in annoyance, "I don't think he sounds so cool at all." Everyone looked at him amusingly. He groaned while crossed his hands, "I am not jealous!"

"Keep telling yourself," Jonesy remarked before whistled and looked at Fang Family, "You guys are so lucky now to have new home..."

"That's very sweet to hear it, Alligator," Lucy said happily.

Gatorboy groaned a bit, "I preferred it 'Gaterboy'." He thought carefully, "Hey, you all wanna check this place up?"

"Yeah, that's a great idea." Porcupine exclaimed in agreement. He turned and looked at his friends, "Trust me. You're all gonna love it. It's totally awesome. You can get everything or anything you wanted so badly. Trust me. It's totally worth it!"

Ben and his friends were surprised and intrigued by their mutant friends' proposal. They turned and begged Max to let them go and follow their friends. Though Max was unsure about it, he also knew that Ben and his friends can take care of themselves. They're no longer children anymore.

"Alright," Max said in agreement. Ben and his friends gasped happily. He continued, "But stay out of troubles. Don't let anyone know about your secrets. Got it? Plus, we need to find and get that Terroranchula. No telling what it's gonna do to others."

"Got it." Ben and his friends cheered.

"Alright. Let's go then," Porcupine said happily.

Porcupine and Gaterboy then led Ben and his friends out while giving them a tour on Mutantopia. Max and Mrs. Fang smiled happily to see the children off.

"Kids. Always up for some adventures," Max commented amusingly.

"Yeah. You've raise them well, Max. They especially Ben really help lots and lots of folks around in U.S.," Mrs. Fang said calmly.

Max nodded, "Yes. Thanks. I'm pretty sure your boys did the same thing as well." He sighed, "Either way, I need to put some gas for my RV now."

Mrs. Fang smiled, "I'll help you out. Luckily, my husband always get some gas tank because my boys always used the tractor a lot."

Max laughed, "Yes. I can see that."

Max and Mrs. Fang headed off to the garage bay as they all began filling gas tanks into Rustbucket RV now. But unknown to them, they were being watched...

* * *

Back at the dark chamber, the Master smirked amusingly of what he just saw. This is a perfect chance for him now.

"Excellent..." The Master turned to his back, where they several hooded creatures, "Go now. Bring them to me."

"Yes, master..." The hooded creatures nodded and bowed humbly.

* * *

Both Porcupine and Gaterboy were giving tour to Ben and his friends across the Mutantopia. Mutants' Home is consisted of both large metropolitan modern city and some residency houses. The place also filled with theme parks, parks, swimming pool, warehouses, arcade games, library and more. It has surprised and amazed Ben and his friends a lot.

With the help of Porcupine and Gaterboy, Ben and his friends went to different places to try and have some fun. Eddie and Cooper were interested on technologies and even building them. Gwen, Julie and Lucy were shopping. Ben and Jonesy were playing some arcade and video games for fun. Porcupine looked after the girls while Gaterboy was keeping an eye on the boys.

However, as Ben and his friends were having fun, they met and encountered some of Mutants. Some were friendly while others were cruel and jerk to them. They don't blame the Mutants since the latter were being mistreated badly and insulted by humans. Nevertheless, Porcupine and Gaterboy told them not to be bothered and enjoy their time at Mutantopia.

While Ben and his friends were enjoying their time, they were being watched by something or a group. They were chatting to each other as they all armed and readied to attack.

* * *

At Fang Residency's garage, Max and Mrs. Fang have finished filling the gas into the Rustbucket RV. Using the loading bay lift, they were being lifted up to the surface. They were chatting and laughing about the children and their activities. As they arrived on the surface, they found a group of brown hooded creatures stand before them.

"C-Can I help you?" Mrs. Fang asked in concern.

"Mrs. Fang, this is none of your concern," The hooded creature said calmly. He turned and glared at Max, "Tennyson, come with me. Our master wish to see you now."

Second hooded creature hissed, "If you refused, we will use our force."

"This is not a request," Third hooded creature snarled, "this is an order!"

Mrs. Fang and even Max were surprised by the hooded creature's knowledge of his name. Tennyson became suspicious and concern about it.

"How did you know my name?" Max asked suspiciously and firmly. The hooded creatures remained silent for the moment. He huffed, "You have two choices. Leave me peacefully or the hard part."

The group of hooded creatures laughed amusingly at Max's statement like telling a joke to them. Nevertheless, they're armed and readied to take him down. He turned and nodded firmly to Mrs. Fang, who return a gentle nod and moved away at once. He readied himself for a fight.

The hooded creatures armed with talons and claws as they charged and attacked Max, who swiftly avoid and dodge the attacks at once while blocked and pushed the attacks aside. Few rounds have passed, they all became exhausted and tired during the fight. This allowed Max to knock and punch them, and even use the accrue pressure points on them.

Max clapped and swiped the dust off from his hands. Mrs. Fang was surprised and shocked about him handling them.

"Amazing. It's no wonder Ben look up to you so much," Mrs. Fang said in shock, "Were you some kind of secret agent or something?"

Sort of. Promised not to tell anyone?" Max asked calmly. Mrs. Fang nodded while gestured of zipping her mouth up. He nodded before looked at the hooded creature. He removed the hood as he saw the Mutants' animal feature faces - lions, tigers and bears. He hummed, "Now about them. Who or what are they? How did they know me?"

"These creatures are the guardians and securities to the Master of Mutantopia. Their duty is to keep and protect the land and mutants safe from enemies and bad humans. But..." Mrs. Fang explained calmly. Max turned and looked at her. She continued, "No one, and not even me or my husband has ever seen the Master's face before."

"Huh? Really?"

"Yes. Only rumors about him. As mysterious and strange he is; he's very kind, considerate and reasonable Master to help and care for both mutants and good humans. But to know about you and even wants to see you. That is something I'm quite surprise. Usually, he sent pigeon to deliver messages to some trusted mutants and humans including me."

Max hummed suspiciously, "I see your point. This is indeed strange." He turned and looked at the giant and tallest tower-like, "I bet that tower is his headquarter?"

Mrs. Fang nodded, "Yes, it is."

"Good. I would like to meet him in person," Max said firmly.

"Then, what about the kids? Should you go and find them first?"

"They can handle it. They're not children anymore. They have faced the danger before. They'll be fine. And besides, your sons are keeping their eyes on them."

"I guess so. But do be careful."

"Alright. And thank you for hospitality as well."

"You're welcome. You and your family are always welcome to my home."

Max got into his Rustbucket RV as he was heading straight to the tower now. He will find and get the answers about the 'Master' now while hoping the children are safe from harm, despite knowing that they can handle it without him.

* * *

In the afternoon, Ben and his friends were at the Burger Shack restaurant for having lunch. Porcupine and Gaterboy were with them as well. While they enjoying their lunches, some mutants muttered and cursed softly and angrily having some humans. This irritated and annoyed both Porcupine and Gaterboy a lot.

Porcupine sighed, "Sorry about this, guys. I really hope that didn't annoy you a lot."

"Yeah. Some of Mutants still got issues with the Humans," Gaterboy said in concern. He shook his head firmly, "But not us. We're okay with you all."

"Hey, it's no big deal," Ben said calmly.

Gwen nodded, "Yeah. It's not the first time for us to deal with racism. We'll be fine. Right, everyone?"

Ben's team nodded and chatted in agreement. This has make both Porcupine and Gaterboy smiled in relief and happy.

"Good to hear it. I'm just glad you enjoy the Mutantopia," Porcupine said in relief with a smile, "This place is a paradise."

Gaterboy sighed, "Yeah. Nothing goes wrong."

Lucy giggled, "It sure is." She then looked up and found couple of hooded creatures surrounding her and her friends. She asked, "And who are they?"

"The Guardians?" Porcupine asked in surprise, "What's up?"

"Tennysons... Come with us." The hooded creature snarled a bit, "And refusing the order means war against the Mutants!"

Second hooded creature nodded, "Agreed. You have no authority."

"Hey, what's going on?! How did you know about Tennysons?!" Porcupine demanded in anger.

Gaterboy nodded, "Yeah! They haven't done anything wrong!"

"That is none of your concerns," The first hooded creature snarled a bit.

"It is now!" Porcupine snapped in anger.

And just before the hooded creatures could do anything, Porcupine fired his spikes at their chest, making them falling asleep at once. Mutants were confuse and shock about it. They quickly panicked and escaped the scene at once.

"Porcupine?" Ben asked in shock.

Porcupine snarled a bit, "I don't sell my friends out. Plus, I wasn't even told about why the Master wants to see you."

Gaterboy nodded, "Yeah. Something fishy going on here..."

"So, does anyone know who is the Master?" Jonesy asked curiously, "I would like to know one."

"Is he some kind of leader or guardian to this place?" Eddie asked curiously.

Porcupine sighed, "Yes, he is. He is the reason for bringing us here and got my dad for the job in the first place." He hummed in concern, "But something fishy is going on. Why would he be interested in you?"

Gaterboy nodded, "Yeah. He'd never have interest in Humans before. Something's not right..."

"Yeah. How does he know about us?" Ben asked in concern.

Gwen hummed, "Good question. I think we should see this 'Master'. I would like to know about this as well."

Ben's team nodded in agreement that they wanted to know more about 'Master'. Porcupine and Gaterboy knew that their human friends would do it, and so do they as well.

"Alright, we'll lead you to his tower now," Porcupine said firmly.

Ben's team nodded in understanding. Porcupine and Gaterboy led them straight to the Master's Tower now as they're all want some answers now.

* * *

Max has arrived at the Master's Tower, where it was guarded by some Mutant Guards. He armed himself with a blaster and Null Void Projector as he knew that the fight will be inevitable. While marching to his destination, the guards moved aside and let him passed. This make him uneasy and concern.

Nevertheless, Max marched into the Tower's entrance, that led him straight to the top level, where the Master resides in.

The chamber is in dark now. It'll be hard for him to see. Max used the Infrared Goggles to see and find the Master. And so far, he found nothing. However, he found a surprising familiar creature trapped inside the electrical cage-like.

"A Terroranchula?! What is it doing here?!" Max asked in concern and surprise.

"Magnificent, isn't it?" The voice said amusingly.

The chamber lighted up with lights. Max turned to his back while armed and readied his blaster. And just before he could do anything, he got his hand shocked in dropping his blaster and Null Void Projector to the ground. He looked up and found a flying mutated electrical manta ray.

"What the?! A Manta Ray?! They can't breathe without water! They shouldn't use electric powers!" Max asked in shock. After some thinking, he gasped in realization, "Unless someone mutated it. And only one does!"

"Yes. Indeed, it is. Old friend..."

Max looked up and Dr. Animo standing before him. He even used his Mutation Headgear. He smirked proudly while glaring at him. And at the same time, he took the Null Void Projector as well.

"Animo..." Max snarled in anger, "So, you are the 'Master' of Mutantopia? That doesn't sounds like you to become one and help Mutants..."

Dr. Animo chuckled while looking at Null Void Projector, "You're right. I'm not."

"How? How did you get here?"

"Let's just say that my experiment and researches impressed the Master to invite me. He wants me to help and create the cure and mutant powers serum, should any of them desire to do so. I accept it, and he allows me access to lab with techs and chemicals."

"And I'm guessing that you decided to get rid of him for your ambition?"

"Yes. The real Master is imprisoned while I pretended to be theirs, so I can focus on my experimentation to mutate and create my beauties to more advanced and intelligent beings. With their technologies and chemicals, my plan is foolproof."

"You'd never learn and never change. And you think it's different - how?"

"For example, you brought me what I need the most - the Omnitrix and Null Void Projector. These two things are the ones I need to create my new species. Thank you, Max Tennyson."

"You won't get away with this!"

"I already have. Now, I can begin my next project - Alien Mutants."

Max turned and glared at Terroranchula, "What about that thing?! How did you get that Terroracnhula here?! Did it belong to the Master?"

"No. It doesn't. It just jump to my tower. It got knocked out before I arrived," Dr. Animo explained. He hummed thoughtfully while looking at the monster, "Though this creature actually intrigued me for some reason. Usually I just put this creature under my control to do my bidding."

"Why didn't you?"

"Because this is no ordinary Terroranchula. It's special. I intend to find out how of why. Take Max away, boys. I've got work to do."

And just before Max could do anything, he was grabbed and held by two giant Praying Mantises. They moved and took him away to the dungeon via lift. Dr. Animo turned to the table as he resumed his research and experiment on mutating animals and even using Null Void Aliens for his purpose especially studying the Terroranchula.

* * *

Porcupine and Gaterboy led Ben and his team, all the way to the Master's Tower, where they found something surprise and unusual. Max's Rustbucket RV was here. Ben and his team armed and readied to fight. Instead of battling, the guards moved aside and allowed them to enter. This made the team confuse and suspicious.

Nevertheless, Ben's Team marched in while still on guard, making sure that they weren't get attacked by Master's Guards. And so far, the mutants didn't attack them.

"Okay, that is weird," Jonesy said in shock and surprise.

Eddie nodded in agreement, "Why would they allow us in? Porcupine? Gaterboy?"

Porcupine and Gaterboy shrugged in confusion and concern. Lucy sighed, "Well, whatever it is, I just hope that we don't fall into a floor trap or something."

As Ben's team marched into lift, they all screamed in fear and shock. They were all falling into a large hole beneath them.

"Luuuuuuuuuuuuccccccccccccccccccccyyyyyyyyy!" Gwen screamed.

Julie hissed while pulling her skirt down, "Seriously! Why do we jinx it?!

"Hang on! Going hero!" Ben groaned as he quickly activated his Omnitrix. He turned into an Articquana, "Yeehaw! Time to do some serious freezing up!"

Opening his mouth, Articquana fired the ice beam on his left while creating it into a large frozen plank-like. He landed on it as he began sliding down while firing the ice beam in creating the spiral slide-like. His friends fell on the ice as they all began sliding down the frozen slide to the endless abyss.

Minutes have passed, Ben and his team have arrived at the end. They all got off from the slide before dropped to the ground in exhaustion and tiresome.

"Never. Ever. And never do that again," Gwen complained in annoyance.

"I second it!" Jonesy agreed in tiresome tone.

"Ben! Gwen! Is that you?!"

Ben and his friends yelped in surprise for hearing a familiar voice. They all got up and looked around of their surroundings - there six entrance holes for them to go throigh. And at the same time, they also called out for Max, hoping his shout could led them know where it came from. Thus, it did - from the south.

Ben's Team kept on running as fast as they can. And at the same time, they defeated and knocked some of mutated animals - Praying Mantises, Wild Boar, Birds and Rats. They arrived at the end, where they found Max and grayish hooded robe.

"Ben! Gwen! You're alright!" Max exclaimed in relief.

"Stand back!" Articguana exclaimed. He fired his ice beam in freezing the iron bars. After that, he knocked them to pieces. Max and his mysterious ally emerged out from the jail. He smiled, "You okay?"

Max nodded calmly. Julie noticed the hooded man, "Who's that?"

"Ah. This is the true Master of Tower - Sid Mow," Max said calmly.

Sid Mow lowered his hood and revealed himself to be Magnus Magic Species. Ben and his friends were surprised and shocked by his appearance. He bowed humbly, "Greeting, Humans of Earth Realm. It is an honor to meet you all. Thank you for rescuing me."

"Wow! He's a Magnus Magic?!" Ben asked in surprise.

"Magnus Magic?" Sid Mow asked curiously.

Ben chuckled uneasily, "Sorry. I kinda named him." He then showed his Omnitrix, which has Magnus Magic silhouette for Sid Mow to see. He smiled, "This guy is inside my watch now. He's one of a few Alien Superheroes."

"Ah... I see..." Sid Mow nodded calmly. He smiled, "The Omnitrix has my Mystigus DNA. This is no doubt that this is the work of Azmuth. He wants to honor the alliance between mine and his. I am sincerely honored of it."

"Pop quiz, Master." Porcupine asked in concern, "Why are you down here and not up there?"

Gaterboy nodded in agreement, "And not to mention, why do you want Ben and his friends?"

"I didn't. It was Dr. Animo himself," Sid Mow explained in regret tone, "I truly regret trusting that fool. He took advantage of my kindness and using my technologies for his selfish ambition. There is no telling what he will do with them now..."

"Well, not on our watch," Ben said firmly, "We're gonna kick Dr. Animo's butt and get him expelled! and put you back to your place."

Sid Mow smiled, "Hmm... I like your sense of optimism and justice, young lad. You truly intrigue me much."

"It's my gift." Ben said confidently as he looked at his Omnitrix, which has turned to green. He smirked, "It's hero time!" Ben hit his Omnitrix as he transformed into Heatblast. He groaned in annoyance, "Really?! Again?! I need Upgrade to fix that lift!"

"If you're concern with the lift functionality to reach to the top," Sid Mow asked calmly and firmly. He chanted calmly and firmly while summoned a vortex-like, "I know a way to reach to the top. Or in the terms of slang as you humans called - 'shortcut'."

"Cool..." Everyone commented in amazement.

"Before we go, I need to know one thing," Gwen said calmly. Sid Mow turned and looked at her. She asked, "Why did you build the Mutantopia?"

Sid Mow hummed, "I'm not that surprise. Originality of my mission was to explore and study some creatures and their cultures across the galaxy." He turned and looked at two Mutants, "Then, I came across with the Earth. I discovered that there is something intrigued me to pity them."

"What's that supposed to be mean?" Jonesy asked curiously.

Sid Mow answered, "I heard the tales that Humans are nothing but selfish and primitive creatures. And it is the truth of how they treated to each other and even refused to show charity and kindness to the poor and weak.. They have no heart at all as they desired powers and strength than none." Everyone was annoyed and angered by it. Ignoring their glares, he continued, "But the Mutants - Humans' Subspecies - have intrigued me the most. Despite having powers and even are same species, the Humans didn't consider them as equals but fear and kill them."

Everyone remained silent and speechless due to what Sid Mow has said is true especially racism towards each other still exist in modern times. There were some people and even Mutants have hard time to adjust the changes.

"Is that why you built the Mutantopia?" Julie asked in concern.

Lucy hummed, "You must have loved and cared for them so much?"

"Yes, I do pity and came with strong compassion and concern for them." Sid Mow answered calmly, "Took me and my brethren to build the utopia. After that, I began to select the worthy Humans and Mutants to live in this because of their cooperation and kindness in them. As those who do not, are not welcomed."

"And I'm guessing that you want Humans to be equal especially giving them some powers?" Eddie asked suspiciously.

Cooper nodded in agreement, "Is that why you chose Dr. Animo to help you because of mutation researches and experimentation?"

"Yes. That is the plan," Sid Mow admitted.

"I know you want to help these people. But forcing the Humans to become Mutants isn't the answers," Gwen said in concern, "Some preferred to be normal and be themselves. People need to adapt and adjust to the changes by themselves."

Sid Mow sighed, "You misunderstand me, young lady. I do not force Humans to become Mutants. I only allow the serum to give to those, who wants to become one for their choices."

"Oh... Sorry..." Gwen admitted in shame.

"Do not put guilty in yourself, Gwen. You do not know of it," Sid Mow said calmly.

"Hate to be rude. But saving the town or something?" Heatblast reminded his friends.

"Right! We'd better go now! Animo would be releasing some aliens from Null Void now!" Max said in concern, "Thousands or more could destroy the lives!"

Sid Mow nodded, "Agreed! Let us go now! Mutantopia must be defended!"

Heatblast and his team quickly entered the portal, which led them straight to Sid Mow's top level of tower. They have to stop and defeat Dr. Animo now.

* * *

At the Master's Chamber, Dr. Animo continued experimenting and mutating some animals into more vicious and deadly mutated beasts. He even used the Null Void Projector to summon and bring more aliens from Null Void Realm. And at the same time, he was researching on the Terroranchula, whom he find it intriguing to study.

While Dr. Animo was working on his science project, he stopped at once, upon hearing some swirling noise. This annoyed and angered him a lot. He turned and glared at his archenemies.

"Must you always interrupt my work?!" Dr. Animo demanded in anger, "I have grown tired of this!"

"Believe me, Animo. I am sick of playing your pets!" Heatblast said in annoyance, "I'd say we settle this once and for all."

Gwen nodded, "Yeah. It's getting cliche of you to do the same tricks again."

"Return my position to me now!" Sid Mow demanded in anger, "You will not use my technology and resources for your ambition! Mutantopia will become wasteland!"

"Don't worry about it, Master. I intend to expand it more as you wanted especially turning more Humans into Mutants!," Dr. Animo said proudly and amusingly.

Dr. Animo then pressed the computer's keyboard. The Tower's ceiling opened a large hole as the light comes in and shined on the giant telescope blaster-like. Everyone was in shock and concern of what they saw. Ben, Gwen and Max knew what it was.

"Mutant Ray Gun is almost complete!" Dr. Animo smirked, "With my invention, our dream will come true! The Earth will populated with Mutants and Animals, no more Humans! I can do it, with or without the Omnitrix!"

Shocked to hear, Sid Mow snarled in anger, "He's... He's insane and fool!"

"He is!" Max said firmly while turned to Dr. Animo, "Last chance! Stand down now!"

"Never!" Dr. Animo exclaimed in anger. He turned to his mutated animals, "My pets! Attack! Stop them now! I need more time to work on my weapon!"

Heatblast snarled, "We have to stop him now!"

Dr. Animo even summoned more of aliens from Null Void to fight and battle with them. Both aliens and mutated animals charged at their preys. He quickly escaped and headed to his Mutant Ray Gun, as he intended to finish installing and fixing it.

Ben and his team charged at once as they're now dealing with the mutated animals - Frogs, Praying Mantises, Wild Boar, Birds and Rats. Heatblast fired his Flamethrower at the Frogs and Wild Boars. He even turned into either Diamondhead and Four Arms to push and knock them as well. Porcupine and Gaterboy used their spikes, jaws and strength to fight off some other aliens as well. Max, Eddie and Cooper fired their blasters at the Birds. Julie and Lucy engaged with Praying Mantises. Gwen and Sid Mow battled with Rats fiercely.

Dr. Animo was working on his project as he was prepare to use it to fire the mutation beam in turning humans into Mutants again. Everyone spotted it as they all quickly and fiercely fought and defeated the enemies as soon as possible. They have to stop him. Unfortunately, Dr. Animo's army was preventing them from reaching him.

With the ray fully charged and readied, Dr. Animo looked at his computer panel. He aimed his Mutant Ray Gun and targeted on specific location to mutate the world.

"It is time!" Dr. Animo exclaimed proudly, "This is too easy now!"

Four Arms groaned, "We've gotta stop him now!"

"We need to shut down the Null Void first! More aliens are pouring out!" Max exclaimed in concern.

Sid Mow hummed thoughtfully as he turned and looked at Diamondhead, "Ben, do you possessed Mechamorph?" Diamodnhead nodded in confirmation. He smiled, "Use it now! With his ability, you can control any machinery including Dr. Animo's weapon and my Tower!"

"Got it," Diamondhead smiled as he hit his Omnitrix. He turned into Upgrade. He smirked, "Game over, Animo!"

Upgrade submerged down as he began to engulfed and covered the whole tower and its technologies including Dr. Animo's Mutant Ray Gun and Terroranchula under his control. He quickly deactivated them for good. His team have defeated most of mutated animals and aliens for good.

"What?! Nooooooooooooo!" Dr. Animo exclaimed in anger, "I was so close!"

"Nice work, Ben!" Max exclaimed in relief while knocked Dr. Animo down hard, "Send the aliens back for good!"

Upgrade nodded as he used the Null Void Projector in sending all of the aliens to the dimension for good. While Ben and his friends were celebrating for their victory, they noticed something unusual of Terroranchula like it was being shock and electrocuted. This surprised and shocked them.

"W-What's going on with it?" Gwen asked in concern.

"Look! It's changing!" Lucy exclaimed in shock.

Everyone witnessed the Terroranchula began to mutate and change its appearance into the shape of human figure with familiar face and adding it was long hair and beard especially it has white hairs in it as well. Only Tennysons know about him.

"Phil?!" Max asked in shock and concern. He approached as he held his old friend while checking on him, "Phil, wake up! Are you alright?!"

Phil groaned in pain while opened his eyes, "Max? Is that you?" He hissed in pain, "Man... That really hurts. How did I get here?"

"That's what I would like to know. When did you become a Terroranchula?"

"Actually, I didn't. And it's more like someone mutate and turn me into one. Damn it. It hurt me a lot like I'm losing my mind!"

Max gasped in concern. He snarled a bit as he turned and glared at Dr. Animo, "What the hell did you do to him?!"

"I have nothing to do with it! Honest!" Dr. Animo exclaimed in concern, "I didn't know he was a human! I thought he's just an alien monster."

Sid Mow snarled a bit, "How can you expect us to fall for your mere tricks again?!"

"I'm with Sid Mow! And I've known you well too," Gwen said angrily, "It's the not first time you turned humans into mutated animals!"

"Yeah! Tell us the truth!" Upgrade demanded in anger.

While everyone was glaring at him, Dr. Animo screamed as he quickly grabbed the Null Void Projector from Upgrade. He turned and aimed his weapon at Ben and his team. Phil spotted it. He quickly push Max aside. He charged and knocked Dr. Animo to the ground while the Null Void Projector got thrown up. It has been flipped up and rotated before its beam on both of them, sending them to the Null Void. It dropped to the ground hard. Everyone was in shock and concern.

"Phil! No!" Max exclaimed in concern. He approached and tried to use the projector. And unfortunately, it got fried up. He groaned, "Damn it! The Null Void Projector is badly damaged! There is no way we can get Phil back now."

"Grandpa, I'm sorry," Upgrade apologized while turned back to Ben, "Maybe if I can turn into Grey Matter, I could..."

"I don't think you can, Ben." Max said in concern, "The projector is advanced and materials are from various planets. It will take some time to fix it."

"Still... Did Phil really save you or trying to stop Animo from using it?" Gwen asked in concern.

Max sighed, "I don't know. But I do know one thing - he hates Null Void. And maybe he finally learns his lesson. He can go home now. As soon as I can get Null Void Projector fixed."

"I would like to assist you," Sid Mow said calmly, "It's the least I can do for saving me and my home."

"We would like to help, Master," Porcupine said happily, "After all, you did help us and our family moved here."

Gaterboy nodded, "Yeah, me too. That's for helping us again, Ben."

"Cool. Thanks," Ben said in relief.

"I'll let you know when I'm done with it," Sid Mow said calmly.

Max smiled and nodded, "Thank you, Sid Mow."

"That's one thing I need to know," Julie said in concern. Everyone looked at her. She asked, "If it's not Animo, who mutate and turn Phil into a monster?"

Gwen hummed in concern, "Good question..."

* * *

Back at Dr. Psychobos's lab, both him and Malware have watched the event especially Terroranchula turned back to Phil from the computer monitors. They were both annoyed and disappointed of seeing it. The first prototype for 'Project: Nemesis' was a failure.

"Damn it! This is unacceptable!" Dr. Psychobos snarled in anger, "My first prototype of Project Nemesis is a complete utterly failure! I have all the materials I need to build it! I have the lists of predator species! The transformation was effective between the host and species! My designs is flawless and perfect! It's suppose to be superior to that inferior Omnitrix! Why?!"

Malware snarled in anger and annoyance, "Clearly, that human is too weak for Project Nemesis. No, Human Species is not worthy to it. We need a stronger host to synchronized with it. That question is which species."

"Good question. We definitely need to hire someone, who knows well with species and its characteristic to fit for our project."

"Indeed, Doctor. I know who is fit for the job."

"Good. We need to deal with that Tennyson Boy. And also, I need more information and details about his Omnitrix, so I can perfect Project: Nemesis."

"Yes, you are right," Malware said in understanding as his eye glowed in red, "I will deal with him, once and for all..."  
 _  
END..._

 _Review and Suggest..._

 **Main Casts:**  
Tara Strong: Ben Tennyson, Mrs. Fang, Upgrade  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson, Mutant Guard #1  
Dwight Schultz: Dr. Animo

 **Minor Casts:**  
Kelly Hu: Julie Yamamoto  
Phil LaMarr: Jonesy, Mutant Guard #2  
Alyson Stone: Lucy Mann  
Sean Marquette: Cooper Daniels  
Richard McGonagle: Four Arms  
Michael Rosenbaum: Feedback  
Steve Blum: Heatblast  
Tom Kane: Sid Mow, Articguana  
Dee Bradley Baker: Porcupine, Mutant Guard #3  
Jason Spisak: Gaterboy, Mutant Guard #4

 **Cameo:**  
Kirk Thornton: Malware  
Jonathon Freeman: Dr. Psychobos  
Rob Paulsen: Phil


	12. Episode 12: Downfall

**Episode 12: Downfall**

At the advanced Prison Cells of Galvan Prime, Galvan Securities were keeping their sharp eyes on the prisoners and making sure they won't escape.

Among the Galvans were Bulkic - a skinny Galvan worn blue overall pants and a hat while Driba - fat Galvan worn Plumber's Suit. They were bringing some electrical energy-like advanced mechanism and data pads. And at the same time, they were bickering with each other while heading straight to Malware's Prison. Galvan Securities were annoyed and frustrated with their argument.

"Listen, you no good brainless bonehead," Driba exclaimed angrily, "Rather than questioning Azmuth's authority, we just do it! Simple as that! Even the babies can do it!"

Bulkic scoffed, "Yeah! Yeah! Yeah! Whatever! All I'm saying is that we check it out." He shivered fearfully, "I just can't but shake this feeling that something ain't right with that guy! I've got a bad feeling about it."

"You've always say that. In the end, you're just thirsty because of Mr. Smoothy!"

"That is so not!"

"So too!"

"So not!"

"So too! Just admit!"

"Like hell I do!"

Bulkic and Driba have arrived at Malware's Prison Cell. They then found Malware was still trapped inside the frozen crystallized state.

"Mr. Malware, sir! We've brought your lunch again." Driba exclaimed happily as he readied his electrical machine, "I hope you're ready for it."

Bulkic hummed while looking at Malware's Frozen State, "He doesn't respond at all. I don't like it one bit."

Driba groaned in annoyance, "Will you relax, Bulkic?! He's been crystallized! What can he do?!"

Driba then slammed his fists on the control panel, which Malware's Prison Cell went off by sounding alarm while firing the laser blasters at the corrupted Mechamorph's crystallized state. Both of Galvans panicked and screamed in fear as they quickly pressed control panels in shutting down the security system.

The laser blasters ceased from firing. Both Bulkic and Driba sighed in relief as they stopped the security in time. As the smoke dispersed, they found the shattered pieces of crystallized Malware. They both screamed in fear and shock of what they saw.

Driba screamed in fear, "Oh no! Oh no! Oh no! Oh no! Oh no! Oh no! This can't be good!"

"We're so dead! Malware is dead!" Bulkic screamed in fear.

"Wait a minute!" Driba said in shock as he turned and looked at the debris. He then held his data pad up while looking at it. He found the pad showing the flat line with no noise, "He can't be killed easily."

"Why not?"

"Because this one is fake! The real one escaped!"

"What?! How?! How could he do that?!"

"I don't know! But we need to warn Azmuth now!"

Bulkic and Driba screamed and panicked in fear as they exited Malware's Prison Cell. They all headed straight to Azmuth. They needed to tell him about Malware.

* * *

 _Chicago Bank, Chicago, Earth..._

At the bank, Sublimino was laughing amusingly and proudly as he was leading the army of hypnotized people for moving and loading the bags of money inside the truck. He was holding his hypnotic watch as his means to hypnotize and control the people.

"Really, Sublimino? Bank robbing?" The confident voice asked in annoyance. Sublimino turned and found Feedback stood before him. He scoffed, "Dude, that is old school."

Sublimino snarled, "Ben 10... We meet again! And this time, I'm gonna-!"

 ** _BOOM!_** Sublimino got electrocuted and shocked by Feedback's electrical power shots. The short man groaned while falling down his back hard. The people groaned and moaned in pain as they all slowly regained their consciousness. They all questioned and asked each other of what's going on. They all turned to Feedback, who smiled and crossed his hands proudly.

"Don't worry, folks. Your money is in good hands!" Feedback exclaimed proudly. The police came and aimed their guns at him. He yelped in surprise, "Seriously?!"

"Put your hands in the air!" The Police demanded in anger.

"Okay..." Feedback raised his hands up. And at the same time, his hands were charging up while smiling, "Bye-bye!"

And just before anyone could react, Feedback clapped his hands in unleashing a powerful electrical shockwave in blinding everyone's eyes. As they recovered from the blasts, they found Feedback disappeared. They all wondered of who he was and where has he gone to.

* * *

Somewhere at the park, Feedback jumped down from the electric tower's line. He was hiding behind the bushes. His Omnitrix beeped loudly and blinked in red for timeout. He returned to Ben, just in time. He came out from the bushes. He headed straight to the Rustbucket RV, which was close to the park's entrance.

Ben entered the RV, where he found his friends and family looking worry and uneasy. He can tell that he either did something wrong or something bad has happen.

"Is something wrong?" Ben asked in concern.

"Ben, it's Feedback," Max said in concern.

Ben groaned, "Again with that? Can we drop it already? I'm fine! Nothing bad has happen to me when I use Feedback."

"Ben, you've been using Feedback for too many times! You can't depend on him too much!" Gwen said, "And trust me. It's very bad!"

"You rarely use other aliens," Eddie said in concern.

Cooper nodded, "And it's not healthy for you too."

"Guys, I'm fine! There's nothing wrong with Feedback!" Ben snapped angrily, "I've been using him since the day I unlocked his slot! He's the best alien I ever use!"

"More like the worse alien to use," Lucy remarked softly to her friends.

"Ben, you don't get it. It's not Feedback, it's you," Julie corrected Ben. He looked annoy and suspicious. She continued, "It's how you use Feedback that worries us. And you're not sleeping well either."

Jonesy nodded, "And not to mention, you've absorbed too much of electrical powers in you too much."

"Says the guy who has the electric powers," Ben remarked dryly.

"At least, Static knows how to control his powers than you know how to use your Feedback," Jonesy said dryly. Everyone looked at him oddly. He looked confuse and surprise, "What? I liked being Static. It's a cool name for my hero identity!"

Max sighed in annoyance, "Look, Ben. You really need to stop using Feedback now before you could get yourself killed."

"Grandpa's right. And I even check out about Feedback's Species," Gwen said in concern as she typed her laptop. She turned and showed Feedback's Species Profile. She continued, "Conductoids may have been powerful electrical aliens, but they're not flawless. They can take some minimum levels of electrical energy. But if they absorbed too much of it could overlord them, driven them insane or even kill them. Think of it like Kevin's energy addiction and Omnitrix's Self Destruct Mechanism."

"Like big boom?!" Jonesy asked in concern. Gwen nodded fearfully. He chattered his teeth fearfully, "So not good news!"

Julie sighed, "Now do you see why we're worried about you."

Ben groaned in annoyance, "I think you worried for nothing! This is my watch! And I decide which alien I want to use! If I want to use Feedback, then I used! You guys can't make me!"

Everyone groaned in annoyance while shaking their heads. They all have been expecting Ben to be so stubborn and ignorant to their warning.

"Guess that leaves one thing to do, right?" Lucy asked curiously.

Eddie sighed, "It is, Lucy. Ben, you leave us no choice. Cooper, get the device ready."

"Huh?!" Ben asked in shock and concern. He found himself surrounded by everyone. He gulped in concern, "W-What are you guys doing?!"

Cooper sighed as he held a small square data chip-like, "This is for your own good."

Sensing his family and friends were about to attack him, Ben readied his Omnitrix. They all screamed as they jumped on him while trying to grab and hold him down. With the flash of green light, they all braced for the attack Ben is about to make. But nothing. They got up at once as they found Grey Matter standing before them.

"You're not gonna make me!" Grey Matter exclaimed in anger, "Don't make me hurt you!"

"And neither do we!" Gwen exclaimed in concern as she levitated and halted Grey Matter from moving around. She turned to Cooper, "Cooper, now!"

Cooper nodded as he approached to Grey Matter's Omnitrix. He tipped his finger on its symbol, which deactivated and turned the Galvan back to Ben. At the same time, Cooper placed the data chip on the Omnitrix's back.

After that, Gwen dropped Ben to the ground hard. Everyone sighed in relief while Ben groaned in pain.

"Why'd you do that for?" Ben asked in annoyance before looked at his Omnitrix's data chip, "What the heck is this?"

"That's taser chip. This will stop you from using Feedback for good while randomly turned into another alien," Cooper explained.

"Are you kidding me?!" Ben exclaimed in anger, "You can't do this to me! You can't!"

"You leave us no choice, Ben," Gwen said angrily.

Julie nodded, "This is the only way to stop you from doing stupid again."

"Ben, you can't depend on using Feedback. Using him could have killed you or even driving you insane. I don't want to lose you..." Max pleaded in concern, "Promise that you won't use him, unless it's emergency."

Everyone looked at Ben as they gave him their firm and worried yet serious looks. After looking at their faces, he sighed in defeat before nodded firmly.

"That's a relief..." Max said. Suddenly, he and the children heard some noise. They turned to the driver's seat as the radio was making some noise. He picked the speaker up and spoke, "This is Max. Who is this?"

 _"Max! Thank goodness! You have to come back to Bellwood now! We're under attacked!"_ Mr. Baumann exclaimed in fear, _"Red Mechamoprh is attacking us! We need help!"_

Max, Gwen and even Ben were in shock and concern of what they just heard while the others were confuse yet worried about it.

"Malware..." Ben said in concern yet shock.

* * *

"Okay, Baumann! We're coming back now! Hang on!" Max shouted through the radio.

Mr. Baumann gulped as he replied fearfully, "Okay! Hurry!"

"Well done, Baumann... Well done..." Malware said darkly and amusingly while holding his tight grip on Mr. Baumann's shoulder. He chuckled a bit, "And for your services, I shall spare you now..."

Malware let his grip off from his victim. The Red Mechamorph turned and exited the shop. Mr. Baumann sighed in relief. However, he heard some beeping noise. He looked around as he found detonators were placed everywhere. This shocked and scared him to say.

"Uh oh..."

 ** _BOOM!_** Mr. Baumann's store got exploded and blown into pieces. Malware chuckled evilly and darkly as he walking towards his next targets - downtown, where people and civilians were running away from him. The policemen and S.W.A.T. Team has arrived to barricade and readied their guns, including Lieutenant Steel and his SECT.

"Hold it right there, alien! Don't make a move or we will fire!" Lieutenant Steel shouted through his loudspeaker, "And trust me, you don't wanna mess with us!"

Malware chuckled amusingly as his right claw shifted and changed into blaster, "Try me, monkeys..."

* * *

At Azmuth's Private Lab, Azmuth was working on his classified and latest project, along with his two assistants - Myaxx and Albedo. As they were close of finishing it, suddenly, the screams shock and surprise them. They turned to their back as they found Bulkic and Driba screaming and panicking while entering the lab.

"What in the world is wrong with you two?!" Azmuth demanded in frustration and anger.

"Azmuth the Great Thinker, we've brought terrible news!" Driba panicked.

Bulkic nodded fearfully, "NO! It's worse! And worse!"

"What is it?! Spit it out?" Azmuth asked in annoyance.

"MALWARE ESCAPES!" Bulkic and Driba shouted in fear.

"WHAT?!" Azmuth asked in shock and confusion, "Where is he?!"

"We don't know!" Driba exclaimed in concern, "But one thing for sure that he has escaped quite some time ago!"

Bulkic nodded, "And the funny thing is that he didn't attack!"

Azmuth hummed suspiciously and concerned, "Yes. This is unlike Malware. He blamed me for not helping him. He should attack me by now. Unless..." He gasped, "Tennyson! This isn't good!"

* * *

Rustbucket RV made their haste return to Bellwood Town. Ben and his team looked up ahead. They were all in shock and concern as they witnessed their hometown was in ruins and blaze. They even can hear some screams and shouts as well.

"Oh no..." Lucy said in concern and shock.

"Damn it! Malware is gonna pay for this!" Ben exclaimed in anger.

"Why?! Why is he doing this?" Julie asked in concern, "What does he wants from the town?"

"To be honest, I don't know," Gwen admitted in concern, "But I thought Malware was going after Azmuth. He must have come here for something."

Max hummed firmly, "Whatever it is, we have to stop him! We can't let him get away with what he wants."

"I'll prep the EMP Device since it's Mechamorph's weakness," Cooper said firmly.

"I'll help you out too," Eddie said firmly.

"Shouldn't we get Technorg and Hack Ravage Gang? Malware sounds like a tough guy to deal with," Jonesy said in concern, "We need all the help we can get."

Max nodded, "Good thinking. I'll call them now. The fight's gonna be very tense for us to fight." He sighed, "Just hope Hector won't bail us out..."

* * *

At Zim's Junkyard, Hack Ravage Gang was doing their usual activities and hobbies. Argit and his father were teaching Kevin of how the black market works, using their charms and deception against the customers and cheaters, and even getting some contacts from different kind of fugitives, bounty hunters and more. At the dojo, Torrac was training Ravagers, based on their skills and tricks. In the garage, Hector was hummed happily and wildly while washing and waxing his black wild west-type motorcycle.

Everything looked and sounded peacefully. Nothing could ruin their day especially to Hector, who wants nothing but cleaning his motorcycle.

 ** _RING!_** Hector yelped in shock as he accidentally scratched his motorcycle, with his waxing bottle's sharp cap. He groaned in anger before grabbed his cellphone. And at the same time, he was getting up.

"This better be good, stranger. I don't like someone screw me up from waxing my bike!" Hector exclaimed in anger.

"Hector, it's Max!" Max's voice shouted in concern.

"What the hell?! Tennyson?! You've got lot of guts for ruining my day, punk-ass. Get the hell out of my line before I kick your ass!"

"Would you just listen for once, Levin?! Malware is attacking our home now! I need you and your gang to help us now! Can you handle it?!"

"What makes you think I wanna help you, Tennyson? This is obviously your fault again..."

"If you don't help us now, Malware will kill everyone including yours in Bellwood Town. And trust me, you don't want to disappoint your brother, now don't you?" Max's voice answered dryly and angrily, which silence Hector for the moment. He scoffed, "I take that silent as 'yes'. Then, get out there and help us!"

The phone call's line has ended, leaving only beeping. Hector was annoyed by Max's talk, though the latter was right about one thing.

Kevin arrived and entered the garage. He approached Hector, "Uncle H? What's wrong?

Hector scoffed, "Get the bad boys ready! We've got unwanted company!"

* * *

At Tennyson's Resident, both Carl and Sandra were discussing and chatting about their son and his future. Technorg was outside of the backyard as he was training his swinging mace. Sam was panting while watching the Detrovite training until he received a call from his earmuff. He responded the call.

"Technorg, we need help now!" Max's voice exclaimed in concern.

Technorg nodded, "Understood." He sighed calmly, "Looks like I'm ready for the next fight now."

* * *

Rustbucket RV arrived at Mr. Baumann's shop. They came down from the RV while checking and shouting for Mr. Baumann. But there was no respond at all. They hoped that he was alright. Suddenly, they heard some noise from inside. Ben activated his Omnitrix into Heatblast.

"Stand back!" Heatblast shouted.

Everyone moved back. Heatblast absorbed all of the fire into him. After the fire extinguish, he then launched his Fire Shots in knocking debris out. He and his team found a trap door on the ground. It opened at once. The person is none other than Mr. Baumann, who looked exhausted and injured as well.

Lucy, Jonesy and Eddie quickly approached and helped Mr. Baumann out. They put him near to the beam pillar. Everyone gathered around and checked on him.

"Mr. Baumann, are you alright?" Lucy asked in concern.

Jonesy hissed, "You really look bang up, man..."

"Because I am..." Mr. Baumann grumbled painfully. He groaned, "Damn that Red Mechamorph... Forced me to call for your help... And the next thing he did - he blown my store. And now, he attacked the city! That Mechamorph is mad!" He hissed in pain, feeling his waist injured. He turned and looked at Ben, "Ben, listen carefully. You have to be careful when facing Malware. He's after you."

"Me?" Heatblast asked in shock and concern. He turned and faced at the Bellwood's destruction site. He hissed in concern, "All this for me?! Why?!"

"Well, we won't find any answer if we stand here and do nothing." Gwen said in concern.

"You're right, Gwen. If Malware wants my grandson, then he'll get it," Max said firmly as he readied his Plumber's Gears and Weapons. He turned to Mr. Baumann, "We need some to stay here and look after Mr. Baumann."

"I'll do it," Eddie suggested as he placed his disc on his chest. It activated his black spandex suit with armor, helmet with visor and digital bright light tubes on them. He smiled, "I would like to try my medic skills on him."

"Alright, Eddie. Guys. This is serious. Malware is the bad alien you don't want to mess with. And if I wanna beat him, I need my ace!" Heatblast said in concern. He then hit Omnitrix Symbol, hoping to get Feedback. But instead he got electrocuted and turned into Four Arms. He groaned, "This is not what I want!"

"Ben. You promised..." Max said dryly.

Four Arms groaned, "Fine. I'll use Four Arms for now. Then, let's go now. We need to find him now!"

"I've got his signal," Cooper said calmly. Everyone looked at him. He held a tracker that pointed at the red dot ahead of them. He pointed straight, "I got him! Follow me!"

"Let's do this!" Four Arms nodded.

Four children readied themselves for the fight - Julie used her Mechamorph Armor, Jonesy powered up his electrical static powers, Lucy turned into humanoid Lenopan and Cooper armed with his EMP Blaster. Ben and his team headed to find and hunt down Malware while leaving Eddie to look after Mr. Baumann. They eventually regrouped with Technorg.

Ben and his team were running straight down to downtown. They then found Lieutenant Steel and all of Bellwood police forces were badly injured while their weapons and arsenals were badly destroyed. And to their surprise, some of Hack Ravage Gang were collecting the weapons and money while punching and kicking them for fun.

"Hey, drop them now!" Four Arms demanded in anger. Hack Ravage Gang members yelped in concern as they dropped the weapons down. He scoffed, "You guys were suppose to help them, not screw things up!"

"You'd have to excuse them. They don't like cops, that's all." Hector explained as he and Kevin arrived at the scene. He then kicked at Lieutenant Steel's chest, "Especially this jackass! That guy always give me the problem."

Max groaned while crossed his arms, "Hector..."

"Relax. It's just one kick." Hector said amusingly, "And besides, I have my gang to help around the town while looking out for this 'Malware' guy."

Kevin nodded, "From what you have said, this guy sounds trouble..."

"He is, Kevin. We need to find and stop him for good," Gwen said in concern.

"So, what is next?" Technorg asked in concern.

"We split up. We pair in group or three," Max said firmly, "And more importantly, watch yourself. Malware is the enemy not to be underestimated."

Everyone nodded in agreement. Ben teamed up with Julie and Technorg. Gwen joined with Kevin. Jonesy is with Lucy and Cooper. Hector and Max teamed up together again. Four team split up and headed to different direction. They have to find and stop Malware from destroying their hometown...

* * *

While walking across the downtown, Malware continued terrorizing and attacking the city and citizen as much fun as he likes. He even used and transformed both various weapons and transports into more advanced and upgraded yet monstrous forms to attack them. And at the same time, he laughed darkly and amusingly of enjoying the battle a lot.

He came across to the television shop. He broke the glasses. He stretched his arms out while touching them. He engulfed all of them into more advanced version. He turned them to revealed the monitor screen of Ben and his team splitting up and heading to different directions.

"Perfect..." Malware said amusingly, "Now... To destroy him and claimed that power..."

* * *

Jonesy, Lucy and Cooper were heading to the southeastern road. They were all armed and readied for Malware, though both boys were scared and worried about it while Lucy looked so confident and proud about fighting him.

"You'd sure it's good idea to split up?" Jonesy asked in concern.

Cooper nodded, "Yeah. It does sounds like a bad idea..."

"Come on, guys. Don't tell me you're scared?" Lucy asked amusingly, Both boys yelped in shock yet annoyed. She laughed, "Eeyup. You guys are afraid of some boogeyman."

Jonesy scoffed, "Aw, come on! That boogeyman got nothing to do with Malware!"

"Yeah. It's just a make-believe story," Cooper said in agreement, "And besides, we're not scared. We're just being cautious."

Lucy giggled amusingly, "Yeah, right. I'm not afraid of anyone especially Malware. He can't scare the heck out of me that easy!"

"Is that so?" The creepy voice asked darkly and amusingly. Three children yelped in concern. He chuckled, "So, why don't face me from your back?"

Three children slowly turned to their back as they found Malware stood before them. They all yelped and screamed in fear of what they saw.

"Tell me. Did I scare you?" Malware asked amusingly.

"Not once, freak!" Lucy exclaimed.

Lucy launched her punch at Malware, who dodged the attack before firing his shotgun at her. This knocked her straight to the walls hard. She then dropped to the ground.

Malware turned and glared at both Jonesy and Cooper. Both of them armed their electrical powers and EMP Blaster. They both fired theirs at him for few times while screaming in fear and agony. The red Mechamorph was engulfed by a large smoke. They had used up their powers and blasters for firing the red Mechamorph.

As the smoke slowly cleared up, Jonesy and Cooper yelped in concern of what they just saw - Malware was still standing. He slammed his punches on them to the walls hard.

"Three down, few more to go..." Malware said darkly.

* * *

Hector and Max were on the western road, along with 20 Hack Ravage Gang members. Max gave some of his Plumbers' Weapons to some Mutants while most were armed with Mutant Powers especially Hector, who used both iron and metals to form himself a shiny protected meta version. They looked around of their surroundings while readied to fight Malware. But so far, no signs of him...

"You know, Tennyson?" Hector asked. Max turned to him. He scoffed, "Every time there's problem at Bellwood especially to my family, you'd always have come to me. Why? We weren't exactly good at terms especially I got issues with the Plumbers and my bro becoming one of them."

Max sighed, "Oh, believe me, Hector. I don't enjoy working with you. But Devin told me that I ever have a big problem to deal with. Call you for help."

"I swear that if Devin was alive, I would have given him some knuckle sandwich! That punk. Not only he joined the Plumbers, but asked me to help you guys. I'm pissed off now."

"Don't be mad at him because of me. I just gave him the advice and choices for him to make. He can just ignore it if he wanted. But he did it because he wants to make a different than stealing money and food for the poor."

"Yeah, working with government like you guys? Not a chance." Hector said dryly. He scoffed, "Either way, I'll help you for my brother. You'd better not call me next time again for your screw-ups."

Max nodded, "Dully noted."

"So, is Malware that tough? From what I know about Mechamorphs, they're too weak against if they don't have some gizmos and machines to back them up."

Max sighed, "True. But Malware is different but very powerful and dangerous to deal with. So, we have to watch ourselves for him especially turning machines into more advanced and deadly upgrades."

"Good thing I didn't bring my bike. The last thing is getting mine blown up."

"Your bike is the last thing we should be worry about. I'm more worried about what Malware wants..."

"And you'll get some answers, Tennyson..." Malware's voice said darkly, which surprised Max and Hector's team. They looked up and found the Red Mechamorph stood on the building. He formed his hands into a powerful blaster-like, "And trust me, it won't be very pleasant."

"Whatever you're after, you won't get it!" Max exclaimed in anger.

Hector scoffed as he cracked his knuckles, "Enough talk! Let's get started!"

Malware chuckled a bit, "Yes... I agree!"

And just before the Mutants could do anything, Malware fired his blaster of powerful blasts in damaging and blackout the weapons including Max's. This surprise him and his team.

"That's Cooper's EMP Blaster! What did you do to them?!" Max demanded in anger.

Malware jumped to the ground hard as he has his hands slowly formed a sharp claws, "You'll find out soon enough, Tennyson!"

Max, Hector and their team screamed as they all charged and engaged Malware. The Red Mechamorph easily defeated the members. He turned to Max and Hector, who were armed and readied to fight. He approached them slowly and firmly. Both of them began punched and kicked him for few times while dodged the attacks quickly.

Even though Malware got attacked for few times, he doesn't feel pain and intimidated by them. Hector and Max landed their final punches on his face. And at the same time, the Red Mechamorph held his hands on their waists tightly, which shocked and electrocuted them. They both dropped to the ground hard while groaning and moaning in pain.

"That takes care of it..." Malware said amusingly.

* * *

Gwen and Kevin walking down the Bellwood Park. They both readied their magical powers and concreted armor. They looked around of their surroundings in search of Malware. And at the same time, they both were chatting with each other.

"So... How's everything on your summer vacation?" Kevin asked amusingly.

"You know the usual. And spend for few minutes of relaxing and enjoying some fun before bad guys show up and attack us. And not to mention, we got call about Malware attacked our home. We're very busy now.." Gwen answered sarcastically yet amusingly, "How about you? I hope you're not thinking about being weapon's dealer like your uncle."

Kevin gulped nervously, "Uh... Maybe..."

"Seriously? Kevin..."

"Hey, come on. My uncle doesn't give a damn about me being Plumber. And you know how he feels about it. He hated them."

"Of course, I know. Have you ever to consider about it? Don't you think you should use your power for good than just wasted for being a criminal?"

"Gwen, I've been there before. Remember?"

"I know that. But come on, Kevin, don't you think that being hero is better than villain?" Gwen asked calmly, which gave Kevin some second thoughts. He sighed as she touched Kevin's left cheek and said, "I've seen what you can do. You're more than that. And you earn Ben's trust and friendship..."

Kevin hummed thoughtfully, "M-Maybe... I suppose so..." He sighed in annoyance, "I don't know. I just need more time. I also want to know what my dad does."

Gwen sighed, "Well, your father would be proud if you done the right way."

"If only Azmuth felt the same way for me..." Malware's voice said darkly as he stood before Gwen and Kevin. He scoffed, "Nothing but a wishful thinking for a dead parent."

"Why you..." Kevin snarled in anger, "No one talks to my dad that way!"

Gwen hissed, "Malware... I was wondering when you're gonna show up. What are you up to?"

"I can't tell you everything..." Malware said amusingly and darkly, "To accomplish my master plan, I must destroy Azmuth's greatest creation of all time."

"Not gonna happen!" Gwen said firmly.

Kevin nodded, "Yeah. Trust me, buddy. If I took some powers from Ben's watch, you'd wish you don't wanna mess with me."

"Kevin..." Gwen snarled.

"I fear nothing, Osmosian Hybrid scum!" Malware exclaimed firmly, "Come and deal with me to protect him. And I know he's been using Conductoid, which will be his greatest downfall..."

Gwen snarled a bit as she summoned _Merchus Veridactus_ at Malware for few times. Kevin jumped up and punched on the Red Mechamorph's face before hitting on guts and chest for few times. He got grabbed and electrocuted by Malware. She gasped in concern as she quickly fired her magical shots at him to free Kevin from his grip.

Though pain and irritated Kevin, he quickly touched the Mechamorph's hands for absorbing electrical powers into him. And just before Malware knew, Kevin fired his electrical power back at him. Kevin got dropped to the ground. He got helped to stand up by Gwen, who was giving him a glare.

"Relax, will you? I haven't gone insane yet," Kevin said calmly.

Gwen sighed as she her magical powers, "That's what worries me..."

Gwen summoned _Stingu Invisibus_ from the ground as she threw them right at Malware, who got struck and hit by the attacks for few times. Touching the lamppost, Kevin shifted his concrete into metal forms. He charged and punched on Malware's face and body for few times while dodging and evading the Red Mechamorph's attacks.

Seeing Malware got distracted from fighting with Kevin, Gwen quickly used _Tempestus Impaetus_ in striking the Red Mechamorph down.

"How do you like that?" Gwen asked amusingly.

Kevin whistled, "What a badass babe!"

"Badass?!" Gwen asked in annoyance, "Did you use curse words on me?"

Kevin yelped, "Wow! Don't get it wrong! It's just another meaning like Super Girl or showing that guy, who's bad girl or don't wanna mess with me! It's not an insult too!"

Gwen huffed, "Fine." She smirked, "I like it too."

"Then, you will like this!" Malware exclaimed in anger as he fired his Stun Guns in stunning and knocking both Gwen and Kevin out of consciousness. He groaned in annoyance, "This has taken all of my time too long..." He sighed, "Now it's your turn, Ben 10..."

* * *

Four Arms, Julie and Technorg were looking around of their surroundings as they were searching for Malware. And at the same time, they haven't gotten the call from their friends. This made them worried and uneasy. They feared that Malware may have gotten to them.

"I'm worried, Ben," Julie said in concern. Ben and Technorg turned and looked at her. She spoke in concern, "Do you think we beat Malware?"

"Yeah, we can! I beat him once, I can beat him again!" Four Arms exclaimed confidently.

Technorg hummed calmly, "Don't be overconfident of the battlefield, Ben. Malware may not want to make mistakes again."

"I doubt he can actually beat me because heroes always win," Ben said confidently.

"Being hero is about winning, Tennyson. It's about doing your duty to protect and save the innocent lives while ending the bloodshed."

"Okay... Where did you get that idea from? Shakespeare's old books?"

"Very funny, Tennyson..."

"Guys, we need to focus about dealing with Malware," Julie said calmly and firmly, "If Malware does have them, how do we rescue them?"

Four Arms and Technorg looked at each other while smiled amusingly. Their smiles make Julie uneasy and concern of their thinking.

Few minutes have passed, Four Arms and his team continued their search and hunt for Malware. They all came across to Ben's old school. They found their friends trapped in tight and strong foams. They all struggled of getting out. Malware stood before them while armed with blasters. Various transports and weapons were lying around.

"I've been waiting for you, Tennyson..." Malware said darkly, "It's time we end this..."

Four Arms snarled, "Yeah. It is. I don't know what you're really after. But I'm gonna stop you now!"

"Agreed!" Technorg exclaimed in agreement.

Malware chuckled darkly, "Come and try, fools..."

Malware took both mini gun and missile launchers as he turned them into more deadly and dangerous weapons. He fired them at both Four Arms and Technorg. They both dodged the attacks. They both charged and attacked him but he fought back against them as well. While three of them were battling, Julie sneaked past them while approaching to her friends.

And just before she could approach and help them, the sentry turrets were activated from both ceilings and ground. They all fired at Julie, who quickly hid behind the cars.

Julie hissed, "I knew it was too easy. It's gonna be tougher than I thought."

While using the car as shield, Julie marched forward while firing her arm blasters at the sentry turrets, which were firing back at her.

Four Arms screamed in anger as he tried to land some punches on Malware, who also has to deal with Technorg, who used his mace in slamming and knocking at the Red Mechamorph for few times. However, Malware dodged their attacks while firing his mini-gun at them both, who dodged and avoided from being hit by the blasts. Suddenly, Malware fired his missile launcher in knocking both of them out.

Four Arms groaned in pain as he hit Omnitrix to turn into Feedback. But he got electrocuted and turned into XLR8, which annoyed and frustrated him.

"This isn't the time to stop me from using Feedback!" XLR8 grumbled, "I guess I'll have to use whatever alien I've got!"

XLR8 cried out loud as he charged, punched and kicked at Malware for few times. And each time the Red Mechamorph tried to fire his weapons, he got attacked by XLR8 especially destroying his weapons. After punching and knocking him, Malware got his face slammed by Technorg's punch.

Malware groaned in pain as he quickly approached and touched the shotgun rifle. It attached to him while turned into its demonic version. XLR8 and Technorg charged at Malware, who fired his shotgun at them back. Both of them got hit and shot by the attack. Nevertheless, XLR8 hit the Omnitrix Symbol, which electrocuted while turned into Diamondhead.

Diamondhead sighed, "Guess this will have to do!"

Diamondhead charged while formed his hands into swords-like. He swung and slammed his swords at Malware, who dodged the attacks while firing shotgun at him. Thanks to his crystals, Diamondhead deflected the attacks while attacking Malware at the same time. The crystallized hero tried to touch and placed his crystallized trap on the Red Mechamorph, who used metal pads and doors of blocking the attacks while firing the blasters at him.

Technorg came and assist his ally to fight Malware. Both of them continued their fierce assaults on Malware, who continued blocking and dodging the attacks while firing various blasters and guns at them both.

Julie struggled in reaching her allies while dealing with the sentry turrets. She groaned in anger as her blaster wasn't strong enough to destroy them or even take multiple of them. As if her wish has come true, her blasters turned into barrage blaster-like. This surprise and shock her. She then fired her weapons, which shot its barrage. They flew straight and hit their targets. This surprise everyone about the attacks.

"How did you do that?" Jonesy asked in surprise.

Cooper nodded in agreement, "Yeah. I check that armor. And it has limited weapons."

"I don't know," Julie answered in concern, "I just beg and pleaded to have some kind of weapons to help me."

"Whatever it is, that's awesome!" Lucy cheered wildly and happily.

"Anyway, help us now, Julie. We have to help Ben now!" Max said in concern while looked at Diamondhead, who transformed into Cannonbolt. Both the rolling alien and Technorg continued attacking Malware, who aggressively fight back. He hissed, "They can't hold him long now!"

Julie nodded as she got up and headed towards her allies. She used her Mechamorph Armor's fists in breaking the foams.

In his rolling ball mode, Cannonbolt throttled up his speed. He charged and rammed straight at Malware to the car hard. And just before the hero could hit and ram at his enemy again, the Red Mechamorph grabbed and swung it at the rolling alien to another car. Malware fired his rifle at him for few times. Technorg came and slammed his mace at Malware aside. Both of them began punching and attacking at each other fiercely and wildly.

Cannonbolt groaned in pain as he got up and hit his Omnitrix Symbol again. And this time, he turned into an Upgrade. This was annoying and frustrating him a lot because he still couldn't get the alien he wanted to use.

Upgrade groaned, "When am I gonna use Feedback?!" He looked at the car, "I guess Upgrade will have to do!"

Upgrade jumped into the car as he turned it into advanced armored-like car. He turned and readied to ram at his target. Malware has just finished punching and knocking Technorg aside. Throttled up his care mode, Upgrade charged and rammed straight at Malware to the walls. Upgrade began punching while firing his greenish laser beams at him.

"Give it up, jerk! You've lost!" Upgrade exclaimed.

Malware chuckled amusingly, "Foolish boy. It's you, who have lost. You did what I wanted you to do!"

And just before Upgrade could ask, Malware thrust his claws on the bonnet, which shocked and electrocuted the hero. The greenish Mechamorph screamed in pain from feeling the attacks. Red Mechamorph slowly splitting Upgrade from the car. Everyone was in shock and concern of what they just saw.

Malware held Upgrade up. The Red Mechamorph slammed and struck his claws on the hero's Omnitrix Symbol, which was shocking and electrocuting him. The Mechamorph screamed in pain as his Omnitrix glowed in red while beeping wildly like it's overloading or going crazy.

 ** _BOOM!_** Everyone got blinded by the white light. After it dispersed, everyone saw Malware was holding Ben's shirt up. The Red Mechamorph dropped the young boy to the ground. Ben groaned and moaned in pain while looking at Malware.

"Foolish little boy. Trying to be a hero..." Malware said darkly and dryly. He huffed, "You're nothing but a scared little boy, who doesn't know the meaning of 'death' and 'hell'. Always treat the world as if it's his game. Pathetic..."

"I'm not afraid of you!" Ben groaned as he tried to activate his Omnitrix, which was still in red and recharging, "Come on! I need Feedback now!"

Malware stomped Ben to the ground hard while grabbed and held his right hand, "I'll show the meaning of its concept!" He chuckled while tightened his grip on Ben's hand, "But first, I'll take what makes you the hero and what hope Azmuth has believed in!"

And just before Ben could do anything, Malware's grip electrocuted and shocked his hand. This made the young boy to scream in pain. The Omnitrix went haywire. And at the same time, its powers began slowly drained by Malware's absorbing powers.

Everyone was in shock and concern. They all charged at Malware. Spotted more coming to him, Malware used the missile launcher in firing it at them. They were groaned and moaned in pain from the attacks. Julie charged and rammed Malware off. She began punching and kicking him for few times until she got grabbed by the neck.

Malware screeched in anger as he split Julie and her Mechamorpha Armor. He fired and destroyed the armor, with his blaster. He turned and glared at her. This shocked and scared Ben.

"Malware! Let her go!" Ben demanded.

Malware chuckled while looking at Ben, "Ah... Love? How amusing." He turned and glared at Julie, whom he tightened his grip on her waist. This made her screamed and squealed in pain. He sighed, "There were none who ever shown and return that feeling to me. If I can't have it, then none should have either! Die, little girl..."

"Noooooooooo!" Ben shouted in anger as he quickly tried to activate his Omnitrix while looking at Malware, "Work! Work! Work!"

Malware continued tightened his grip on Julie, who screamed in pain and spitting some blood out. Everyone struggled of getting up until Technorg got up and struck his mace at Malware's face. This forced the Red Mechamorph to let Julie out.

"That's enough!" Technorg shouted firmly while glaring at Malware, "What exactly do you hope to achieve?!"

Malware groaned, "You'd never understand me..."

"I do. You're pathetic and pitiful creature," Technorg said dryly. This angered Malware while surprised everyone. He continued, "All you ever desire is Azmuth's love and attention to you. You could get it, have you help him or the galaxy to make a better world. But instead, you chose to destroy everything to appease your anger and hate. You think yourself as superior while others as inferior. In truth, you're afraid and jealous of everything and everyone to think of you're weak and imperfect. I truly pity you, Malware. You're truly a sad and pathetic creature I ever met."

Malware snarled in anger while clenched his fists, "SILENT!"

And just before anyone could react, Malware's hand turned into a powerful shotgun. He fired a hole right at Technorg's chest. This caused him to spit some blood while screamed in pain and agony. He fell to the ground. Everyone gasped in shock and concern.

"Technorg!" Ben screamed in shock and concern.

Technorg groaned and coughed heavily, "Why? Why can't you see it?"

"Because I am superior and perfect being!" Malware exclaimed in anger, "Nothing more. Nothing less."

Julie groaned in pain while approached to technorg, "Technorg! Hang on! We'll help you!"

Technorg coughed, "I don't think I can make it... I'm sorry... for foolishness..."

"Don't talk! Just hold on! You'll get better!" Ben exclaimed in concern.

Technorg sighed, "Forgive me... Promise me... Be a hero... Don't let... Anger... Consume... You..." He coughed heavily, "Goodbye... my friend..."

As he gave the last breathe, Technorg closed his eyes before dropped his hands to the ground. Everyone was in shock. The girls cried and sobbed tearfully while others remained silent and looked down. Ben screamed and cried in anger and despair.

"Please... Despair for his death is nothing special at all..." Malware remarked darkly.

"Y-You..." Ben groaned in anger, "I'm gonna make you! I'll make you pay for this!" Ben screamed in anger as he activated his Omnitrix. He hit its top. Though electrocuted by taser data chip, he managed to turn into Feedback, "And this time, I'm gonna kill you now!"

Feedback screamed in anger as he charged right at Malware, who was armed with his shotgun and ready to fire at Ben. Everyone was in shock and concern while screamed for Ben to stop attacking. The fierce battle between two of them has begun.

Using teleportation, Azmuth, Bulkic and Driba have arrived at the scene. They all gasped in shock and concern of what they just saw.

"Oh no... We're too late..."  
 _  
Prepare for Final Episode..._

 _Review and Suggest..._

 **Main Casts:**  
Tara Strong: Ben Tennyson, Upgrade  
Kirk Thornton: Malware  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson, Bulkic  
Travis Willingham: Technorg  
 **  
Minor Casts:**  
Kelly Hu: Julie Yamamoto  
Phil LaMarr: Jonesy  
Alyson Stone: Lucy Mann  
Sean Marquette: Cooper Daniels  
Kath Soucie: Eddie GrandSmith  
Michael Rosenbaum: Feedback  
Todd Haberkorn: Grey Matter, Sublimino  
Richard McGonagle: Four Arms  
Steve Blum: Heatblast  
Jim Ward: Diamondhead, XLR8  
Corey Burton: Driba, Mr. Baumann  
Greg Cipes: Kevin Levin  
James Horan: Hector Levin

 **Cameos:**  
Michael Gough: Lieutenant Steel  
René Auberjonois: Azmuth


	13. Episode 13: Trauma

**Episode 13: Trauma**

 _Plumber's Main Headquarter, June 2007,_

Ben was alone inside the chamber that was filled with a bed, two sofa chairs, a table and book shelf cupboard. He was standing before the window while looking outside of city landscape and forest. He looked upset and shamed as he sighed. Something terrible has happened to him since the battle against Malware. He hasn't been himself for a week.

 ** _KNOCKED!_** Ben turned to his back as he found the door has been opened. Azmuth and Xylene entered the room while bringing a bowl of nachos and soda drink.

"Hello, Ben. Are you doing okay?" Xylene asked calmly. Ben shook his head sadly. She sighed, "You're still having that nightmare?"

Ben nodded for confirmation. Azmuth sighed, "It's never been easy for anyone to forget the action they have created especially what you did before. It was very reckless and irresponsible of you."

"Azmuth..." Xylene snarled a bit.

Ben sighed, "No, Azmuth's right. That day... What I did from that day... What I've done to my friends... my family... and Julie..." He hissed in anger while looked away in shame while sobbed tearfully, "I wish I'd never done that..."

"Let's take a seat, Ben," Xylene said calmly.

Azmuth sighed while nodded in agreement, "Let us hope so. Getting rid of your trauma won't be easy..."

Ben nodded in agreement. He, Xylene and Azmuth were taking their seats as they all were having some therapy about him and his trauma from last week.

"Okay... Are you ready to tell us about your answer?" Xylene said calmly.

Ben sighed in shame and concern as he began narrating his story from the day he engaged and fought against Malware after the death of Technorg.

* * *

 _Two Weeks Ago...  
_  
After the death of Technorg, both Feedback and Malware were engaging their duel. They both gave the loud battle cry while charging straight at each other. Ben's team groaned and moaned in pain as they were badly bruised and injured by the attacks. They all watched the battlefield helplessly and fearfully, and they even tried to protest Ben to stop from fighting.

Both Feedback and Malware have a big clash. They both began punching and kicking at each other fiercely and violently while blocking an dodging the attacks as well. And at the same time, they were firing electrical shots and blasters as well. Unlike his fights with archenemies and rivals before, Ben as Feedback used brutal force and violent to beat and defeat Malware, who also did the same thing to him as well.

Malware fired his blaster at Feedback's chest, which pushed the latter back but not before he gave the former some shocks on his system. The Conductoid gave some serious beatings to Red Mechamorp, who struggled of blocking and dodging the attacks. As Feedback missed on punching by left side, Malware took the chance by grabbing and throwing him to the ground before giving some punches on opponent to the ground. The Conductoid managed to kick off the Mechamorph. He then fired his electrical shocks on his enemy, who used Force-Field to block and deflect the attacks while fighting back at him.

Both of them continued their fierce duel with each other for few rounds as neither have gain the upper hand. However, both of them were badly injured and bruised especially spilling some blood - electrical blue for Feedback while crimson oil-like blood for Malware. Ben's Team became uneasy and concern for this.

"Aw man... This is so not cool..." Jonesy said in concern.

Lucy nodded, "Yeah. T-This is terrifying and scary for me to handle! I can't take it!"

"You and me both..." Cooper said in concern.

Kevin hissed, "And I thought my fight with Ben is worst."

"Of all the enemies Ben has fought," Gwen said while looking worry, "This is the worst and brutal fight he has with Malware."

"That's the only thing you should be concern of," Azmuth said in concern. Everyone turned and found Azmuth arrived. They greeted him. He said, "This is not the time for formality! We have to stop Ben now! If he do not change his Feedback now, he will not only be trapped inside of that alien form but also absorbing electrical energy to corrupt him!"

"That's what I'm afraid of..." Max said in concern, "We have to stop this now!"

"You're kidding? This is the best show I ever seen!" Hector exclaimed proudly. He got whacked by head. He groaned before glared at Max, "What the hell?!"

Max snapped in anger, "My grandson is ten-years-old! He's not ready for this kind of situation! He's a hero, not a killer!"

"Hero! Killer! Villain! They're just stupid words! He murdered Technorg! He has the right to take his revenge on that bastard!"

"What does revenge do?! It may have killed Malware, but won't bring Technorg back! And even if he does, what does make him?! A monster?! Or a hero?!"

"Stop playing big words, Tennyson. You and I know that there is no such thing called 'hero' or 'villain'. We do what we must for our survival and win, no matter what."

"Maybe to you, Levin. But I rather my grandson be a better person and hero than me. I don't want him to think about killing."

"You're really weak and stupid, Tennyson. Thinking that being hero and sparing your enemies is better. Keep on like that, sooner or later we're gonna lose our close friends and family. Is that what you grandson to fight for? That's pathetic and cowardly!"

"No! It's better than being a lowly and stupid thief or criminal like you! This is something that Devin did something better than you!"

Angered by Max's words, Hector punched him to the ground hard. The old man groaned in anger as he got up and rammed at the Osmosian back, making the latter nudged his elbow against the former for few times. Hector pushed Max as they both began punching at each other. The children gasped in concern as they quickly get in to plead and stop Hector and Max from fighting. They've managed to push both of them aside.

"Cool you jets, both of you!" Kevin exclaimed in concern

"Grandpa! Hector! This is not the time to fight!" Gwen exclaimed in anger and frustration, "We need to stop Ben now from getting killed!"

"Yeah..." Jonesy hissed while looking at both Feedback and Malware continued battling with each other fiercely. He gulped, "That's not Ben I used to hang out with."

Julie nodded in agreement, "Please, we have to help Ben now!"

Hector and Max turned and glared at each other for the moment. They sighed and nodded in agreement. The children sighed in relief. They all turned to the front and found both Feedback and Malware were still fighting with each other fiercely and wildly. Both of them haven't stop their fight.

As Feedback continued fighting with Malware; his one eye slowly turned into yellow, his heart beats very fast and his body became hardened and stiffen like energy rushing and surging through his body system. The Conductoid screamed and roared in anger as he fiercely and violently attacking and firing his electrical blasts his enemy. Malware got wounded and injured by the attacks. Feedback gave a powerful uppercut on Malware's face to the ground.

Malware groaned and grunted in pain as he struggled of getting up while aiming his blaster at Feedback, who dodged and avoided from being blast. The Conductoid approached while readied his electrical shocks power from his hands.

"This is for Technorg..." Feedback snarled in anger. And just before he could finish Malware off, his hand got levitated and grabbed while he's been electrified. He turned to his back and found Gwen and Cooper using both magic and grappling claw to hold him while Hector and Jonesy were absorbing his powers. He groaned in anger, "W-What are you doing?!"

"Stop you from making mistakes!" Gwen answered.

Cooper nodded, "Ben, don't do this! This isn't the way!"

"Revenge won't bring Technorg, Ben! You know that!" Max exclaimed in concern.

"I don't care! GET OFF ME!" Feedback exclaimed in anger.

Feedback turned to his back as he punched and knocked all of his friends aside. He turned to the front, where he got his face punched and pushed by Lucy. He groaned in anger as he swiped his tail at her off to the walls.

Lucy groaned, "That's really hurt!"

"Ben, stop this now!" Max demanded in concern and anger.

Feedback snarled, "Grandpa! Don't make me hurt you!"

"You won't! I beg of you to stop this now!" Max demanded firmly, "And more importantly, you need to turn Feedback into another alien now! It's too much for you to handle it!"

Feedback snarled as his eyes glowed in red, "I can handle it! There's nothing wrong with me! So back off, gramps!"

"Tennyson! Stand down now!" Azmuth ordered firmly. Feedback snarled at him. He continued, "Don't give me that look! You're letting the power corrupting you! You have to turn into another alien now before it's too late!"

Feedback groaned, "Why are you all bringing me down?! Why are you so against of using Feedback?!"

"We're not against Conductoid! We're trying to save you!" Azmuth reasoned, "If you don't, you'll get killed!"

Kevin nodded, "He's right. I've been there! And trust me, it's not good! You have to stop now!"

Feedback was angered and annoyed. He was about to argue back but he got stabbed and electrocuted from his back. He screamed in pain. Everyone gasped in concern as they found Malware attacked Feedback. The Red Mechamorph has his claws turned into a powerful blaster that shot the Conductoid to the ground hard. Feedback groaned in pain.

Ben's Team armed themselves for the fight while surrounded Feedback for his protection. They're ready to fight. And just before they could act, Malware launched his tentacles in attaching on all of them. He gave them a powerful electrical shocks. All of them fell to the ground hard. Malware grabbed and held a grip on Azmuth.

"So, have you come to save the boy?" Malware asked in anger, "How disappointed and predictable. You're only interested of saving your creation while I'm a failure. You make me sick, Azmuth. I'll end you for good!"

Azmuth groaned in pain, "Malware... Please... Don't do this."

Malware snarled as he began tightened his grip, making Azmuth to suffocate. And just before he could finish the Galvan, he got rammed and slammed to the ground. Azmuth dropped to the ground. Feedback screamed in anger as his eye glowed in red and even his electrical powers have gone red. He began violent and fiercely attacked and punched Malware to the ground for few times. Eventually, Malware unable to move or even breathe as his claw dropped to the ground hard.

Unfortunately, Feedback didn't stop as he continued attacking Malware's corpse nonstop. Ben's Team recovered and struggled of getting up. They all gasped in shock and concern of what they saw. They quickly charged in while protesting and stopping Feedback from beating the corpse.

However, anger blinded Feedback as he turned and fired his electrical powers at his team. The team dodged down, but not Julie. She got electrocuted and shocked by the attacks. They all groaned and moaned painfully. They're all badly injured.

Feedback gasped in shock and concern. His eye slowly turned to green while he panted heavily and calmly. He then looked at his hands, which was filled with Mechamorph's blood. He turned and found Malware's corpse laid dead on the ground. He even turned to his back and found many people were scared and worried. It shocked, worried and scared him.

"W-What... What have I done?"

* * *

"If I told you once, I will tell you again. Those Super Alien Heroes are really danger and menace! You hear me?! They're danger!" Will Harangue reported firmly as his screen shown the fierce battle between Feedback and Malware. He even shown some civilians were injured badly when Malware went on rampage. He continued, "And look what they have done! Civilian Casualties! Luckily, they're just injuries. But just imagine if there were really dead, and I know who to blame on! I'm watching you! Because I am right about you, aliens!"

Ben watched the TV News, which upset and saddened him a lot. He turned and looked at Julie, who was on the bed. His team were with her. Max, Carl and Sandra were talking with Julie's parents, who were upset and angry that their daughter got hurt. Gwen, Jonesy, Lucy, Cooper, Eddie, Azmuth and even Kevin were there to keep an eye on both Ben and Julie. Everyone was silent for the moment after what has happen to them from yesterday.

Ben hissed in shame and anger as he could hear some shouts of anger, sad and pain from Julie's parents and TV News. He can't handle it anymore.

"Ben?" Gwen asked in concern. Ben activated his Omnitrix and turned into XLR8, who just sped and escaped the hospital. She called, "Ben! Where are you going?!"

Gwen was about to give chase but stopped by Kevin, who shook his head, "Give him some time. He needs it to clear his head after what has happen."

Gwen sighed, "I just hope he's alright..."

"What was that about?" Lucy asked in concern.

Cooper hummed in concern, "You'd think he blame himself for this?"

"I think so," Jonesy said in concern, "Man. Things really got whacked..."

"It really is..." Eddie said in agreement, "The world thinks it's Ben's fault for not helping and protecting Bellwood from Malware."

"How could this has happen..." Gwen asked in concern and shame.

Azmuth hummed calmly while looking at the door as he spoke in concern, "Tennyson..."

* * *

XLR8 was running across the city while looking around of his surroundings - construction workers were constructing and fixing the buildings and damages, people were chatting with each other about what happen yesterday and even feared of Ben 10 and other villains, and some volunteer groups were giving some clothes and supplies to the poor and injured people. He hissed in shame as he couldn't help but feel ashamed and disappointment in him for what he has done to his hometown.

While running through the city, XLR8 spotted something ahead - Malware, who was alive and armed in battle. Instead of fighting, the Red Mechamorph run away at once.

"Damn it! Malware's alive?! I thought he got crisped to corpse and sent back to Galvan Prime!" XLR8 asked in shock and anger, "Damn it! He won't get away with this!"

XLR8 gave chase after Malware, who suddenly disappeared to the south. Upon arriving to the southern part of Bellwood's City, he entered the messy and empty alley. He slammed his Omnitrix as he turned into Four Arms.

"Come on out, Malware and face me!" Four Arms demanded in anger while looked around. He groaned, "What?! Afraid to fight me?!"

 ** _"Why should I be afraid of you when you are afraid of me?"_** Malware's voice said darkly and amusingly, **_"After all, it is your fault..."_**

"It's not mine! It's you! You killed Technorg and make me hurt my friends!"

 ** _"Don't you mean you hurt your friends? I did nothing but battle with you, hero after the death of your weak ally. He should have finished me when he has the chance. He's truly weak fool."_**

"Don't you dare call him that! I'll make you pay!"  
 ** _  
"Then, come and face me, boy!"_**

And just before Four Arms could do anything, Malware appeared and slammed his punch on the red alien. Four Arms groaned in anger as he began attacking and punching at Malware, who swiftly dodged and avoided the attacks while fought back for few times. Four Arms was badly injured as he was forced to turn into Diamondhead to fight and fired his Diamond Shards at Malware, who easily dodge and avoid the attacks at ease while striking him down for few times.

Fighting with Malware has angered and annoyed Diamondhead to slam his fist on the ground, which slowly covered the area in diamonds. He panted and breathed heavily and calmly while looking for signs of Malware.

"Tennyson! What are you doing?!" Azmuth demanded in shock. He looked around of his surroundings. He was in shock and concern, "Is something wrong?"

Diamondhead was in shock and confuse as he asked, "You didn't see Malware?! I was battling with him!"

"That's impossible, Tennyson! Driba and Bulkic told me that they've just arrived with Malware's body at Galvan Prime. He can't be possible here!"

"B-But I saw him! I fought him! I didn't get hurt by fighting myself either! I'm not stupid!"

"To be honest, I don't know. But I do know that I need to talk to you about what happen yesterday."

"What's there to talk about?!" Diamondhead asked angrily while sniffing angrily and tearfully, "There's nothing. Nothing at all!" Diamondhead hit his Omnitrix symbol as he turned into XLR8 again, "Don't ask me again! I need to be alone!"

And just before Azmuth could say anything, XLR8 ran off again. This make the old Galvan sighed in annoyance and concern. He's really worried about Ben now.

* * *

After an hour of patrolling the area, XLR8 returned to his home. He returned to Ben. He then entered his bedroom and jumped to lie on his bed. He was staring at the ceiling while looking very shame and upset. He still can't get over about the event. He closed his eyes for the moment to take a good sleep.

Two hours later of sleeping, Ben groaned as he felt something funny like he was close to someone's breathe. He opened his eyes. He gasped in shock upon looking at Malware, who aimed and readied to fire his blaster. He screamed in shock before getting up and readying his Omnitrix, but halted by Carl's hands. He even found Sandra, Max, Gwen and his friends stand before them.

Ben panted heavily, "Dad? Mom? Grandpa? Gwen? Guys? What are you all doing here?"

"We could ask you the same thing, son," Carl said in concern, "What was that about? Vilgax came back?"

"No... Malware." Ben answered in fear.

Everyone was in shock and confuse about it. They all looked at Ben oddly and uneasily. Did something hit his head or something?

"You'd think I'm crazy, aren't you?" Ben asked in annoyance. Everyone hissed in concern as they tried to find a good words to use. He sighed, "Forget it."

"Ben, we're just worry about you." Sandra said calmly, "And it's not your fault of what happen ton Julie. It's normal for any of us to lose good friends."

Max nodded, "Even me, Ben. I've lost some of them too."

"And don't worry about Julie. She's fine. She's gonna make it." Carl said calmly while patted Ben's hair, "And I've talked to her parents about it. I told them to lay off on you."

Ben sighed, "Yeah, sure. Whatever."

"Ben, did you really saw Malware?" Gwen asked in concern. Ben nodded in concern and upset. She hummed in concern, "Ben, I think you need a therapy to check on you. I have the feeling that you might suffer some trauma."

"Trauma?! Not the trauma!" Lucy exclaimed in concern. She then whispered to Cooper and Eddie, "I don't know what is it."

"It means Ben is suffering and struggling with mental problem that involved a terrible event from his past to scare and scar him for the rest of his life." Cooper explained while looking at Ben, "And I'm guessing Malware, Technorg's death and even Julie getting hurt by Feedback are one of them."

Eddie hissed, "It must be serious. You'd better take it now."

"I told you before I'm fine. I need to be alone!" Ben exclaimed in anger and frustration. Everyone was in shock and concern with him. He sighed, "F-Forget it. I just want to sleep."

Kevin hummed, "Must be hard for you to let go of what you've done."

"Ben... We just want to help you." Jonesy said calmly, "But come on, man. Think about it."

Gwen nodded, "Please, Ben. We care for you. And we're not angry either."

"Think about it. We're here to help you," Max said calmly, "Goodnight, kiddo."

His family and friends left the bedroom for Ben to be alone. He sighed as he put himself on the bed. He then gave some thoughts about what they have told him about. Nevertheless, he slept as he hoped that everything will be alright...

* * *

But it didn't...

Over a week later, Ben still suffered some mental traumas and even some people muttered about him and his fights with villains and aliens. Whether he's having free time or being superhero to save the day, he saw the illusions of Malware's attacking him, Technorg's death and even as Feedback harmed Julie. This has embarrassed and humiliated him in the public.

Ben was distracted and upset to focus on his studies and superhero duties. Ben even visits Technorg's grave, which was located on small lake, where he wanted to go for respects and talk about how regretful he could have done for his best friend. Everyone was worried for him now. They need to help him now. They need to call for psychiatrist to help him. Max knew who was the person or alien to help.

* * *

Ben's Team arrived at the Mount Rushmore, where they met up with Xylene and Azmuth inside the command center.

"Azmuth? Xylene?" Ben asked in surprise, "You guys are my psychiatrist? I didn't know you both can do that."

Xylene smiled, "I've done it before. It's not the first time."

Azmuth nodded, "I have it as my hobby. You have nothing to worry about, Ben. We can handle it. Come with us. Let us deal with your trauma now."

Ben sighed, "Do I have to?"

"Yes, Ben. You have to. This is for your own good." Max said calmly, "I don't you to get constant distracted by your failure. It's not good for you."

Gwen nodded, "Plus, I'd rather have a good doofus cousin to mess with. But it's just for me, do it for Julie."

"Yeah. Do it for your girlfriend," Kevin teased a bit.

Ben's Team nodded and shouted in agreement, "Yeah."

Ben sighed in defeat, "Alright. I'll do it."

Ben turned and followed Azmuth and Xylene as three of them were heading straight to the chamber. His team sighed and hoped that he'll get over the incident.

* * *

Inside the chamber, three of them were taking their seats. Xylene and Azmuth sat their comfortable sofas while holding the pen and data pad. Ben was sitting up on his sofa while looking down in shame and upset. They even gave him some nachos to eat.

"Are you ready?" Xylene asked calmly. Ben still looked down in shame. She sighed, "Ben, we can't help you if you don't tell us."

Azmuth nodded in agreement, "She is right. Keeping yourself in isn't going to help you or anyone else especially Julie. You want to be hero again, don't you?" Ben nodded weakly. He sighed, "Then, tell us why did you keep using Conductoid? Max and Gwen have warned you, didn't they?"

Ben nodded weakly, "I just like using alien, that's all."

"Liking that alien isn't the reason. What else do you think about him? Why do you feel connected to him? There must be a good reason." Xylene asked calmly.

Azmuth nodded, "Indeed. Why him, and not others? You must tell us, Ben."

Annoyed by questions of using Feedback, Ben sighed in defeat and anger, "Because... Because... I felt like he was part of me. He was special to me! I can feel so much energy in him! I felt being him is like becoming a real hero. I'd never want to stop from using him until I'm done. He's the reason of what makes me the best."

Ben looked down in shame and upset, "But now... Feedback is nothing but troubles and problems! I hurt Julie! I couldn't use him to save Technorg! I don't know what to do with him. I just want to help people. That's what heroes do." He sighed, "I guess I'm not the hero I used to be. I'm a big loser and joke."

Azmuth and Xylene hummed calmly and thoughtfully of what Ben has said. They both sighed and understood of what Ben meant.

"Being Feedback doesn't make you a hero, Ben," Xylene explained calmly before pointed at Ben's heart, "It's within that makes a hero. You have courage, determination, kindness and never give up. These traits help you to Being heroes isn't just about 'helping people' or beating bad guys, but also doing what they have to do for the world, making the right and making a great sacrifice."

"Indeed," Azmuth said in agreement, "And there's more - do you learn or understand the meaning behind your victory?"

"What do you mean?" Ben asked in confusion.

"No one is perfect, Ben. Not even Max," Xylene explained calmly, "We all learned the morality and lessons behind our victory or defeat from battlefield and daily life."

"Indeed. It's your first time that you unintentionally harm an innocent," Amzuth asked calmly. Ben looked shame and upset. He sighed, "One failure does not define you as unworthy hero, but rather it define you to learn, understand and let it guide you become a worthy hero..."

"I... I don't get it..." Ben said in concern.

Xylene smiled, "You will understand it, Ben. Someday..."

"But for now," Azmuth said calmly, "What will you do with Feedback now? And do you wish to continue to be a hero? What will Bellwood do now depends on your answer. That is the decision you have to ask yourself..."

Ben hummed thoughtfully about Azmuth's offer. What should he do now?

* * *

 _Present..._

After some thinking about what he has been through, Ben looked up and faced to both Azmuth and Xylene. He knows what he has to do now.

"I've mad my decision," Ben answered firmly while putting his hand with Omnitrix in front of them, "I'm done with being hero now. You can take it with you."

Xylene and Azmuth were shocked and surprised. The Galvan asked, "Are you certain?"

"Ben, Azmuth only asked for Feedback to be removed or remained. You can still be a hero," Xylene said calmly before sighed, "If this involved of your trauma, the Plumbers will provide some gadgets and gears for Bellwood to defend and defeat the villains. That will keep it safe."

"No..." Ben answered firmly while looking at the surprise Azmuth and Xylene. He continued, "I need... I need some timeout from being a hero..." He shook his head, "No. I don't want Bellwood to remember of what I've done. They deserved to be normal and have a good life, including Julie and my parents. I've done enough of it."

"Ben, think about your decision clearly..." Azmuth said calmly.

Xylene nodded, "They know it's not your fault, Ben. Max and your team have scoured across the town to confirm if they have against you. And so far, they do not."

"I know. But I need to figure it out if I'm not cut out to be a hero. Also I need to think of what you guys told me about." Ben said calmly, "I don't want to use Feedback again."

Azmuth and Xylene were uncertain and concern with Ben's decision. They both sighed as they knew that they can't change his mind but to respect his.

"Very well. We understand," Azmuth said calmly as he approached to Ben's Omnitrix. He spoke some codes out to the Omnitrix, which glowed brightly and deactivated at once. It even got released from the human's hand. Ben passed the Omnitrix to Azmuth, who shook his head, "No, keep it, Ben. You may need it. I believe danger will come again."

"And you really certain that you want all of Bellwood to forget about you being a hero?" Xylene asked calmly. Ben nodded in confirmation. She nodded, "Okay. And I won't erased your friends' and allies' memories since they knew and kept your secrets."

Ben sighed, "Okay. That's good. I'll tell the others about it."

* * *

At the hospital - Julie's Wing, Ben told his team and her about his decision. They were in shock and surprise of it. Azmuth, Xylene and others Plumbers have set and sent the drones with strange yellow stones across the Bellwood for erasing everyone's memories.

"I-I don't believe it," Eddie said in shock and confusion.

"Ben! Being hero is what you want!" Gwen exclaimed in shock and concern, "And now, you want to quit it?! I-It's unbelievable!"

"That is so unlike you..." Lucy said in shock and confusion.

Jonesy nodded, "Dude, seriously, why?!"

"Is it because of me?" Julie asked in concern. Ben looked away in shame. She sighed, "Ben, you don't have to worry about me. You did your best to help and save people. You're the hero. I know the risk and danger for being a hero. I'm not afraid."

"That's something..." Kevin said in shock and surprise.

Max nodded in agreement, "Ben, are you sure you wanna do this? You're doing fine for being a hero. I can see it."

"You can be a hero, Ben. Don't give up," Cooper supported proudly.

"I know but I can't risk it again," Ben said calmly and firmly, "That's final."

"Ben..." Everyone said in shock and surprise. They all looked at each other before sighed in defeat. They all decided to accept Ben's decision. They nodded, "Alright."

"Guess this is goodbye..." Ben said in shame.

"It is. And I hate it," Julie said sadly before looked at Ben. She gave sad smile, "But there's one thing I need to do! This one I hope I try again."

And just before Ben could ask, Julie grabbed and gave him a deep passionate kiss on lips. He was surprise yet relief and happy as he returned it to hers. A drone was above on Julie's head. Everyone sighed of happy yet sad. Xylene looked at the scene again as she sighed in shame. She pushed the remote button.

Across the Bellwood Town including Julie's Ward, the drones' stone glowed in yellow as they have been activated. They all shined brightly and blinded everything including Ben's Team in white.

* * *

 _Bellwood School, September 2007_

Ben and his team have returned from the summer vacation. Kevin remained with his uncle and his gang for some lessons about black market and training his Osmosian Powers. They were near to Ben's locker as they were chatting calmly and peacefully. They turned and found Julie was passing them by. They all sighed in upset tone. She has her memories erased about Ben being a hero and what has happen from half of a year.

"Guess she forgotten about us now..." Jonesy said in disappointment, "Should have kept her in our team."

"I agreed. She's a good friend to us and Ben," Cooper said.

Lucy sighed, "I like her. She's cute and awesome friend."

"I felt the same way, Lucy," Gwen said in agreement. She turned and looked at Ben, "Are you sure you're okay with this, Ben?"

Eddie nodded in concern, "Yeah. You don't seem to be happy."

"I know. But it's for the best," Ben said calmly yet sadly. Everyone looked concern and uneasy about his decision. He continued, "And besides, maybe being 'hero' is just a silly imagination and games. I'm no hero. And I'm done with it."

Gwen shook her head while giving Ben a comfort hug, "But not to me or any of us. You're a hero to use. With or without the Omnitrix." Everyone nodded in agreement. She continued, "If you're in troubles, I'm here for you."

Relief to have some friends with him, Ben smiled and returned a hug to Gwen, "Thanks, cous." Both Tennyson departed while smiled to each other. He sighed, "Let's get some grubs. My treat."

Gwen shook her head amusingly, "Nope. My treat."

Both Ben and Gwen argued with each other for giving the treats while they and their friends were heading to cafeteria. They all laughed amusingly and wildly.

* * *

 _2 Years Later..._

In unknown underground cavern, a group of strange creatures were screeching and hissing to each other as they were gathering some supplies and materials for building some weapons and arsenals like they were preparing for war and invasion. Suddenly, the giant white creature entered the scene as he looked closely at the working progress.

"Good. We're on schedule. But we need more slaves to complete our objectives. The Highbreeds will take what has stolen from us! All of impurity will be erased..."

* * *

 _5 Years Later..._

A strange alien ship has landed on Bellwood's forest. As the ship has lowered down the ramp, a creature emerged from it - a greenish humanoid monstrous-like alien hunter with crimson eyes worn a black suit with a red stripe, grey pants, grey gloves and a grey belt, black boots with grey soles and bone armors-like and an alienated rhino-like skull on his left shoulder, and a samurai-like helmet. He was accompanied by a dinosaur dog-like alien, being dark blue in color, has spike-like hair running down from her collar to the tip of her tail, sharp red eyes and black lines on her neck and legs. And around the alien dog's neck was a red spiked collar with strange rounded symbol with demonic fangs and eyeon it.

Both the hunter and his pet headed to the edge where they were looking at the Bellwood Town. The hunter smirked proudly and amusingly as he make a contact to his client.

"This is Khyber. I have made to Bellwood undetected," Khyber reported calmly.

 _"Excellent work, Hunter. Now begin testing your pet's new powers. Hunt down Ben 10 by any means of necessary."_ The client said darkly, _"After getting the information of Omnitrix's function and I was rescued and resurrected by you and Psychobos. It better worth my effort."_

Khyber nodded firmly, "As you wish, Malware. I will hunt my prey down..." He smirked while looked at the city, "Let the hunt begin..."

 _END..._

 _Review and Suggest..._

 **Main Casts:**  
Tara Strong: Ben Tennyson, Sandra Tennyson  
Kirk Thornton: Malware  
René Auberjonois: Azmuth  
Grey Griffin: Xylene  
Meagan Smith: Gwen Tennyson  
Paul Eiding: Max Tennyson

 **Minor Casts:**  
Kelly Hu: Julie Yamamoto  
Phil LaMarr: Jonesy  
Alyson Stone: Lucy Mann  
Sean Marquette: Cooper Daniels  
Kath Soucie: Eddie GrandSmith  
Michael Rosenbaum: Feedback  
Richard McGonagle: Four Arms, Reinrassic III  
Jim Ward: Diamondhead, XLR8  
Greg Cipes: Kevin Levin  
Dee Bradley Baker: Carl Tennyson, DNAliens  
John DiMaggio: Will Harangue

 **Cameo:**  
David Kaye: Khyber


End file.
